• Companies Regulations Rules

    • Companies Regulations (Model Articles) 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 17 of the Companies Regulations 2015, hereby makes the following Rules: —

      • 1. Citation and commencement

        (1) These Rules may be cited as the Companies (Model Articles) Rules 2015.
        (2) These Rules shall come into force on the date of their publication.
        (3) Unless the context otherwise requires-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.

      • 2. Model articles for private companies limited by shares

        Schedule 1 to these Rules prescribes the model articles of association for private companies limited by shares.

      • 3. Model articles for private companies limited by guarantee

        Schedule 2 to these Rules prescribes the model articles of association for private companies limited by guarantee.

      • 4. Model articles for public companies

        Schedule 3 to these Rules prescribes the model articles of association for public companies.

      • SCHEDULE 1 SCHEDULE 1 MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

        • PART 1 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

          • 1. Defined terms

            In the articles, unless the context requires otherwise —

            "articles" means the company's articles of association,

            "bankruptcy" includes insolvency proceedings in respect of an individual in any jurisdiction,

            "chairman" has the meaning given in article 12,

            "chairman of the meeting" has the meaning given in article 39,

            "Companies Regulations" means the Companies Regulations 2015,

            "director" means a director of the company, and includes any person occupying the position of director, by whatever name called,

            "distribution recipient" has the meaning given in article 31,

            "document" includes, unless otherwise specified, any document sent or supplied in electronic form,

            "electronic form" has the meaning given in section 1023 of the Companies Regulations,

            "fully paid" in relation to a share, means that the issue price to be paid to the company in respect of that share has been paid to the company,

            "hard copy form" has the meaning given in section 1023 of the Companies Regulations,

            "holder" in relation to shares means the person whose name is entered in the register of members as the holder of the shares,

            "instrument" means a document in hard copy form,

            "ordinary resolution" has the meaning given in section 298 of the Companies Regulations,

            "paid" means paid or credited as paid,

            "participate", in relation to a directors' meeting, has the meaning given in article 10,

            "proxy notice" has the meaning given in article 45,

            "shareholder" means a person who is the holder of a share,

            "shares" means shares in the company,

            "special resolution" has the meaning given in section 299 of the Companies Regulations,

            "subsidiary" has the meaning given in section 1015 of the Companies Regulations,

            "transmittee" means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law, and

            "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

            Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Regulations as in force on the date when these articles become binding on the company.

          • 2. Liability of members

            The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

        • PART 2 PART 2 DIRECTORS

          • DIRECTORS' POWERS AND RESPONSIBILITIES

            • 3. Directors' general authority

              Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

            • 4. Shareholders' reserve power

              (1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
              (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

            • 5. Directors may delegate

              (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —
              (a) to such person or committee,
              (b) by such means (including by power of attorney),
              (c) to such an extent,
              (d) in relation to such matters or territories, and
              (e) on such terms and conditions,
              as they think fit.
              (2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
              (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

            • 6. Committees

              (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
              (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

          • DECISION-MAKING BY DIRECTORS

            • 7. Directors to take decisions collectively

              (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
              (2) If —
              (a) the company only has one director, and
              (b) no provision of the articles requires it to have more than one director,
              the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.

            • 8. Unanimous decisions

              (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
              (2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
              (3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.
              (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

            • 9. Calling a directors' meeting

              (1) Any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
              (2) Notice of any directors' meeting must indicate
              (a) its proposed date and time,
              (b) where it is to take place, and
              (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
              (3) Notice of a directors' meeting must be given to each director, but need not be in writing.
              (4) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

            • 10. Participation in directors' meetings

              (1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when —
              (a) the meeting has been called and takes place in accordance with the articles, and
              (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
              (2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
              (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

            • 11. Quorum for directors' meetings

              (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
              (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
              (3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision —
              (a) to appoint further directors, or
              (b) to call a general meeting so as to enable the shareholders to appoint further directors.

            • 12. Chairing of directors' meetings

              (1) The directors may appoint a director to chair their meetings.
              (2) The person so appointed for the time being is known as the chairman.
              (3) The directors may terminate the chairman's appointment at any time.
              (4) If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

            • 13. Casting vote

              (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
              (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

            • 14. Conflicts of interest

              (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
              (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
              (3) This paragraph applies when —
              (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process,
              (b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or
              (c) the director's conflict of interest arises from a permitted cause.
              (4) For the purposes of this article, the following are permitted causes —
              (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries,
              (b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities, and
              (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
              (5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.
              (6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
              (7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

            • 15. Records of decisions to be kept

              The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

            • 16. Directors' discretion to make further rules

              Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

          • APPOINTMENT OF DIRECTORS

            • 17. Methods of appointing directors

              (1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —
              (a) by ordinary resolution, or
              (b) by a decision of the directors.
              (2) In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.
              (3) For the purposes of paragraph (2), where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.

            • 18. Termination of director's appointment

              A person ceases to be a director as soon as —

              (a) that person ceases to be a director by virtue of any provision of the Companies Regulations or is prohibited from being a director by law,
              (b) that person becomes bankrupt,
              (c) a composition is made with that person's creditors generally in satisfaction of that person's debts,
              (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months,
              (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
              (f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

            • 19. Directors' remuneration

              (1) Directors may undertake any services for the company that the directors decide.
              (2) Directors are entitled to such remuneration as the directors determine —
              (a) for their services to the company as directors, and
              (b) for any other service which they undertake for the company.
              (3) Subject to the articles, a director's remuneration may —
              (a) take any form, and
              (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
              (4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
              (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

            • 20. Directors' expenses

              The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

              (a) meetings of directors or committees of directors,
              (b) general meetings, or
              (c) separate meetings of the holders of any class of shares or of debentures of the company,

              or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

        • PART 3 PART 3 SHARES AND DISTRIBUTIONS

          • SHARES

            • 21. All shares to be fully paid up

              (1) No share is to be issued for less than the issue price to be paid to the company in consideration for its issue.
              (2) This does not apply to shares taken on the formation of the company by the subscribers to the company's memorandum.

            • 22. Powers to issue different classes of share

              (1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.
              (2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

            • 23. Company not bound by less than absolute interests

              Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it.

            • 24. Share certificates

              (1) The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.
              (2) Every certificate must specify —
              (a) in respect of how many shares, of what class, it is issued,
              (b) the issue price of those shares,
              (c) that the shares are fully paid, and
              (d) any distinguishing numbers assigned to them.
              (3) No certificate may be issued in respect of shares of more than one class.
              (4) If more than one person holds a share, only one certificate may be issued in respect of it.
              (5) Certificates must —
              (a) have affixed to them the company's common seal, or
              (b) be otherwise executed in accordance with the Companies Regulations.

            • 25. Replacement share certificates

              (1) If a certificate issued in respect of a shareholder's shares is —
              (a) damaged or defaced, or
              (b) said to be lost, stolen or destroyed,
              that shareholder is entitled to be issued with a replacement certificate in respect of the same shares.
              (2) A shareholder exercising the right to be issued with such a replacement certificate —
              (a) may at the same time exercise the right to be issued with a single certificate or separate certificates,
              (b) must return the certificate which is to be replaced to the company if it is damaged or defaced, and
              (c) must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

            • 26. Share transfers

              (1) Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.
              (2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
              (3) The company may retain any instrument of transfer which is registered.
              (4) The transferor remains the holder of a share until the transferee's name is entered in the register of members as holder of it.
              (5) The directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

            • 27. Transmission of shares

              (1) If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.
              (2) A transmittee who produces such evidence of entitlement to shares as the directors may properly require —
              (a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and
              (b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.
              (3) But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares.

            • 28. Exercise of transmittees' rights

              (1) Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.
              (2) If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it.
              (3) Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

            • 29. Transmittees bound by prior notices

              If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the shareholder before the transmittee's name has been entered in the register of members.

          • DIVIDENDS AND OTHER DISTRIBUTIONS

            • 30. Procedure for declaring dividends

              (1) The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
              (2) A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.
              (3) No dividend may be declared or paid unless it is in accordance with shareholders' respective rights.
              (4) Unless the shareholders' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each shareholder's holding of shares on the date of the resolution or decision to declare or pay it.
              (5) If the company's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.
              (6) The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
              (7) If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

            • 31. Payment of dividends and other distributions

              (1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means —
              (a) transfer to a bank account specified by the distribution recipient either in writing or as the directors may otherwise decide,
              (b) sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient's registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide,
              (c) sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide, or
              (d) any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.
              (2) In the articles, "the distribution recipient" means, in respect of a share in respect of which a dividend or other sum is payable —
              (a) the holder of the share, or
              (b) if the share has two or more joint holders, whichever of them is named first in the register of members, or
              (c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee.

            • 32. No interest on distributions

              The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by —

              (a) the terms on which the share was issued, or
              (b) the provisions of another agreement between the holder of that share and the company.

            • 33. Unclaimed distributions

              (1) All dividends or other sums which are —
              (a) payable in respect of shares, and
              (b) unclaimed after having been declared or become payable,
              may be invested or otherwise made use of by the directors for the benefit of the company until claimed.
              (2) The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.
              (3) If —
              (a) twelve years have passed from the date on which a dividend or other sum became due for payment, and
              (b) the distribution recipient has not claimed it,
              the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

            • 34. Non-cash distributions

              (1) Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).
              (2) For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution —
              (a) fixing the value of any assets,
              (b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients, and
              (c) vesting any assets in trustees.

            • 35. Waiver of distributions

              Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect, but if —

              (a) the share has more than one holder, or
              (b) more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

              the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

          • CAPITALISATION OF PROFITS

            • 36. Authority to capitalise and appropriation of capitalised sums

              (1) Subject to the articles, the directors may, if they are so authorised by an ordinary resolution —
              (a) decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company's capital redemption reserve, and
              (b) appropriate any sum which they so decide to capitalise (a "capitalised sum") to the persons who would have been entitled to it if it were distributed by way of dividend (the "persons entitled") and in the same proportions.
              (2) Capitalised sums must be applied —
              (a) on behalf of the persons entitled, and
              (b) in the same proportions as a dividend would have been distributed to them.
              (3) Any capitalised sum may be applied in paying up new shares of an issue price equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.
              (4) A capitalised sum which was appropriated from profits available for distribution may be applied in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.
              (5) Subject to the articles the directors may —
              (a) apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another,
              (b) make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments), and
              (c) authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

        • PART 4 PART 4 DECISION-MAKING BY SHAREHOLDERS

          • ORGANISATION OF GENERAL MEETINGS

            • 37. Attendance and speaking at general meetings

              (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
              (2) A person is able to exercise the right to vote at a general meeting when —
              (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
              (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
              (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
              (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
              (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

            • 38. Quorum for general meetings

              No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

            • 39. Chairing general meetings

              (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
              (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —
              (a) the directors present, or
              (b) (if no directors are present), the meeting,
              must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
              (3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

            • 40. Attendance and speaking by directors and non-shareholders

              (1) Directors may attend and speak at general meetings, whether or not they are shareholders.
              (2) The chairman of the meeting may permit other persons who are not —
              (a) shareholders of the company, or
              (b) otherwise entitled to exercise the rights of shareholders in relation to general meetings, to attend and speak at a general meeting.

            • 41. Adjournment

              (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
              (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if —
              (a) the meeting consents to an adjournment, or
              (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
              (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
              (4) When adjourning a general meeting, the chairman of the meeting must —
              (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
              (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
              (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —
              (a) to the same persons to whom notice of the company's general meetings is required to be given, and
              (b) containing the same information which such notice is required to contain.
              (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

          • VOTING AT GENERAL MEETINGS

            • 42. Voting: general

              A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

            • 43. Errors and disputes

              (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
              (2) Any such objection must be referred to the chairman of the meeting, whose decision is final.

            • 44. Poll votes

              (1) A poll on a resolution may be demanded —
              (a) in advance of the general meeting where it is to be put to the vote, or
              (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
              (2) A poll may be demanded by —
              (a) the chairman of the meeting,
              (b) the directors,
              (c) two or more persons having the right to vote on the resolution, or
              (d) a person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution.
              (3) A demand for a poll may be withdrawn if —
              (a) the poll has not yet been taken, and
              (b) the chairman of the meeting consents to the withdrawal.
              (4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.

            • 45. Content of proxy notices

              (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which —
              (a) states the name and address of the shareholder appointing the proxy,
              (b) identifies the person appointed to be that shareholder's proxy and the general meeting in relation to which that person is appointed,
              (c) is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine, and
              (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
              (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
              (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
              (4) Unless a proxy notice indicates otherwise, it must be treated as —
              (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
              (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

            • 46. Delivery of proxy notices

              (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
              (2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
              (3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
              (4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

            • 47. Amendments to resolutions

              (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —
              (a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
              (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
              (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —
              (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
              (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
              (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

        • PART 5 PART 5 ADMINISTRATIVE ARRANGEMENTS

          • 48. Means of communication to be used

            (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Regulations provides for documents or information which are authorised or required by any provision of the Companies Regulations to be sent or supplied by or to the company.
            (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
            (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

          • 49. Company seals

            (1) Any common seal may only be used by the authority of the directors.
            (2) The directors may decide by what means and in what form any common seal is to be used.
            (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
            (4) For the purposes of this article, an authorised person is —
            (a) any director of the company,
            (b) the company secretary (if any), or
            (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

          • 50. No right to inspect accounts and other records

            Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a shareholder.

          • 51. Provision for employees on cessation of business

            The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

          • DIRECTORS' INDEMNITY AND INSURANCE

            • 52. Indemnity

              (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against —
              (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
              (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 222(6) of the Companies Regulations),
              (c) any other liability incurred by that director as an officer of the company or an associated company.
              (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Regulations or by any other provision of law.
              (3) In this article —
              (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
              (b) a "relevant director" means any director or former director of the company or an associated company.

            • 53. Insurance

              (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
              (2) In this article —
              (a) a "relevant director" means any director or former director of the company or an associated company,
              (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
              (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

      • SCHEDULE 2 SCHEDULE 2 MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

        • PART 1 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

          • 1. Defined terms

            In the articles, unless the context requires otherwise —

            "articles" means the company's articles of association,

            "bankruptcy" includes individual insolvency proceedings in any jurisdiction,

            "chairman" has the meaning given in article 12,

            "chairman of the meeting" has the meaning given in article 25,

            "Companies Regulations" means the Companies Regulations 2015,

            "director" means a director of the company, and includes any person occupying the position of director, by whatever name called,

            "document" includes, unless otherwise specified, any document sent or supplied in electronic form,

            "electronic form" has the meaning given in section 1023 of the Companies Regulations,

            "member" has the meaning given in section 117 of the Companies Regulations,

            "ordinary resolution" has the meaning given in section 298 of the Companies Regulations,

            "participate", in relation to a directors' meeting, has the meaning given in article 10,

            "proxy notice" has the meaning given in article 38,

            "special resolution" has the meaning given in section 299 of the Companies Regulations,

            "subsidiary" has the meaning given in section 1015 of the Companies Regulations, and

            "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

            Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Regulations as in force on the date when these articles become binding on the company.

          • 2. Liability of members

            The liability of each member is limited to US$1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for —

            (a) payment of the company's debts and liabilities 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.

        • PART 2 PART 2 DIRECTORS

          • DIRECTORS' POWERS AND RESPONSIBILITIES

            • 3. Directors' general authority

              Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

            • 4. Members' reserve power

              (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
              (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

            • 5. Directors may delegate

              (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —
              (a) to such person or committee,
              (b) by such means (including by power of attorney),
              (c) to such an extent,
              (d) in relation to such matters or territories, and
              (e) on such terms and conditions,
              as they think fit.
              (2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
              (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

            • 6. Committees

              (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
              (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

          • DECISION-MAKING BY DIRECTORS

            • 7. Directors to take decisions collectively

              (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
              (2) If —
              (a) the company only has one director, and
              (b) no provision of the articles requires it to have more than one director,
              the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.

            • 8. Unanimous decisions

              (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
              (2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
              (3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.
              (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

            • 9. Calling a directors' meeting

              (1) Any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
              (2) Notice of any directors' meeting must indicate —
              (a) its proposed date and time,
              (b) where it is to take place, and
              (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
              (3) Notice of a directors' meeting must be given to each director, but need not be in writing.
              (4) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

            • 10. Participation in directors' meetings

              (1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when —
              (a) the meeting has been called and takes place in accordance with the articles, and
              (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
              (2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
              (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

            • 11. Quorum for directors' meetings

              (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
              (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
              (3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision —
              (a) to appoint further directors, or
              (b) to call a general meeting so as to enable the members to appoint further directors.

            • 12. Chairing of directors' meetings

              (1) The directors may appoint a director to chair their meetings.
              (2) The person so appointed for the time being is known as the chairman.
              (3) The directors may terminate the chairman's appointment at any time.
              (4) If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

            • 13. Casting vote

              (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
              (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

            • 14. Conflicts of interest

              (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
              (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
              (3) This paragraph applies when —
              (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process,
              (b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or
              (c) the director's conflict of interest arises from a permitted cause.
              (4) For the purposes of this article, the following are permitted causes —
              (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries,
              (b) subscription, or an agreement to subscribe, for securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such securities, and
              (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
              (5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.
              (6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
              (7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

            • 15. Records of decisions to be kept

              The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

            • 16. Directors' discretion to make further rules

              Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

          • APPOINTMENT OF DIRECTORS

            • 17. Methods of appointing directors

              (1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —
              (a) by ordinary resolution, or
              (b) by a decision of the directors.
              (2) In any case where, as a result of death, the company has no members and no directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a director.
              (3) For the purposes of paragraph (2), where 2 or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.

            • 18. Termination of director's appointment

              A person ceases to be a director as soon as —

              (a) that person ceases to be a director by virtue of any provision of the Companies Regulations or is prohibited from being a director by law,
              (b) that person becomes bankrupt,
              (c) a composition is made with that person's creditors generally in satisfaction of that person's debts,
              (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months,
              (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
              (f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

            • 19. Directors' remuneration

              (1) Directors may undertake any services for the company that the directors decide.
              (2) Directors are entitled to such remuneration as the directors determine —
              (a) for their services to the company as directors, and
              (b) for any other service which they undertake for the company.
              (3) Subject to the articles, a director's remuneration may —
              (a) take any form, and
              (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
              (4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
              (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

            • 20. Directors' expenses

              The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

              (a) meetings of directors or committees of directors,
              (b) general meetings, or
              (c) separate meetings of the holders of debentures of the company,

              or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

        • PART 3 PART 3 MEMBERS

          • BECOMING AND CEASING TO BE A MEMBER

            • 21. Applications for membership

              No person shall become a member of the company unless —

              (a) that person has completed an application for membership in a form approved by the directors, and
              (b) the directors have approved the application.

            • 22. Termination of membership

              (1) A member may withdraw from membership of the company by giving 7 days' notice to the company in writing.
              (2) Membership is not transferable.
              (3) A person's membership terminates when that person dies or ceases to exist.

          • ORGANISATION OF GENERAL MEETINGS

            • 23. Attendance and speaking at general meetings

              (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
              (2) A person is able to exercise the right to vote at a general meeting when —
              (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
              (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
              (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
              (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
              (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

            • 24. Quorum for general meetings

              No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

            • 25. Chairing general meetings

              (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
              (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —
              (a) the directors present, or
              (b) (if no directors are present), the meeting,
              must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
              (3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

            • 26. Attendance and speaking by directors and non-members

              (1) Directors may attend and speak at general meetings, whether or not they are members. (2) The chairman of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting.

            • 27. Adjournment

              (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
              (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if —
              (a) the meeting consents to an adjournment, or
              (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
              (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
              (4) When adjourning a general meeting, the chairman of the meeting must —
              (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
              (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
              (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —
              (a) to the same persons to whom notice of the company's general meetings is required to be given, and
              (b) containing the same information which such notice is required to contain.
              (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

          • VOTING AT GENERAL MEETINGS

            • 28. Voting: general

              A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

            • 29. Errors and disputes

              (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
              (2) Any such objection must be referred to the chairman of the meeting whose decision is final.

            • 30. Poll votes

              (1) A poll on a resolution may be demanded —
              (a) in advance of the general meeting where it is to be put to the vote, or
              (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
              (2) A poll may be demanded by —
              (a) the chairman of the meeting,
              (b) the directors,
              (c) two or more persons having the right to vote on the resolution, or
              (d) a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
              (3) A demand for a poll may be withdrawn if —
              (a) the poll has not yet been taken, and
              (b) the chairman of the meeting consents to the withdrawal.
              (4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.

            • 31. Content of proxy notices

              (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice")

              which —
              (a) states the name and address of the member appointing the proxy,
              (b) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed,
              (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine, and
              (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
              (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
              (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
              (4) Unless a proxy notice indicates otherwise, it must be treated as —
              (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
              (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

            • 32. Delivery of proxy notices

              (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
              (2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
              (3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
              (4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

            • 33. Amendments to resolutions

              (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —
              (a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
              (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
              (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —
              (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
              (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
              (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

        • PART 4 PART 4 ADMINISTRATIVE ARRANGEMENTS

          • 34. Means of communication to be used

            (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Regulations provides for documents or information which are authorised or required by any provision of the Companies Regulations to be sent or supplied by or to the company.
            (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
            (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

          • 35. Company seals

            (1) Any common seal may only be used by the authority of the directors.
            (2)The directors may decide by what means and in what form any common seal is to be used.
            (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
            (4) For the purposes of this article, an authorised person is —
            (a) any director of the company,
            (b) the company secretary (if any), or
            (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

          • 36. No right to inspect accounts and other records

            Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a member.

          • 37. Provision for employees on cessation of business

            The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

          • DIRECTORS' INDEMNITY AND INSURANCE

            • 38. Indemnity

              (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against —
              (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
              (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 222(6) of the Companies Regulations),
              (c) any other liability incurred by that director as an officer of the company or an associated company.
              (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Regulations or by any other provision of law.
              (3) In this article —
              (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
              (b) a "relevant director" means any director or former director of the company or an associated company.

            • 39. Insurance

              (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
              (2) In this article —
              (a) a "relevant director" means any director or former director of the company or an associated company,
              (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
              (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

      • SCHEDULE 3 SCHEDULE 3 MODEL ARTICLES FOR PUBLIC COMPANIES

        • PART 1 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

          • 1. Defined terms

            In the articles , unless the context requires otherwise —

            "alternate" or "alternate director" has the meaning given in article 25,

            "appointor" has the meaning given in article 25,

            "articles" means the company's articles of association,

            "bankruptcy" includes individual insolvency proceedings in any jurisdiction,

            "call" has the meaning given in article 53,

            "call notice" has the meaning given in article 53,

            "certificate" means a paper certificate evidencing a person's title to specified shares or other securities,

            "certificated" in relation to a share, means that it is not an uncertificated share,

            "chairman" has the meaning given in article 12,

            "chairman of the meeting" has the meaning given in article 31,

            "Companies Regulations" means the Companies Regulations 2015,

            "company's lien" has the meaning given in article 51,

            "director" means a director of the company, and includes any person occupying the position of director, by whatever name called,

            "distribution recipient" has the meaning given in article 71,

            "document" includes, unless otherwise specified, any document sent or supplied in electronic form,

            "electronic form" has the meaning given in section 1023 of the Companies Regulations,

            "fully paid" in relation to a share, means that the issue price to be paid to the company in respect of that share have been paid to the company,

            "hard copy form" has the meaning given in section 1023 of the Companies Regulations,

            "holder" in relation to shares means the person whose name is entered in the register of members as the holder of the shares,

            "instrument" means a document in hard copy form,

            "lien enforcement notice" has the meaning given in article 52,

            "member" has the meaning given in section 117 of the Companies Regulations,

            "ordinary resolution" has the meaning given in section 298 of the Companies Regulations,

            "paid" means paid or credited as paid,

            "participate", in relation to a directors' meeting, has the meaning given in article 9,

            "partly paid" in relation to a share means that part of that share's issue price that has not been paid to the company,

            "proxy notice" has the meaning given in article 38,

            "securities seal" has the meaning given in article 47,

            "shares" means shares in the company,

            "special resolution" has the meaning given in section 299 of the Companies Regulations,

            "subsidiary" has the meaning given in section 1015 of the Companies Regulations,

            "transmittee" means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law,

            "uncertificated" in relation to a share means that, by virtue of legislation (other than section 715 of the Companies Regulations) permitting title to shares to be evidenced and transferred without a certificate, title to that share is evidenced and may be transferred without a certificate, and

            "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

            Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Regulations as in force on the date when these articles become binding on the company.

          • 2. Liability of members

            The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

        • PART 2 PART 2 DIRECTORS

          • DIRECTORS' POWERS AND RESPONSIBILITIES

            • 3. Directors' general authority

              Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

            • 4. Members' reserve power

              (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
              (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

            • 5. Directors may delegate

              (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —
              (a) to such person or committee,
              (b) by such means (including by power of attorney),
              (c) to such an extent,
              (d) in relation to such matters or territories, and
              (e) on such terms and conditions,
              as they think fit.
              (2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
              (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

            • 6. Committees

              (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
              (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

          • DECISION-MAKING BY DIRECTORS

            • 7. Directors to take decisions collectively

              Decisions of the directors may be taken —

              (a) at a directors' meeting, or
              (b) in the form of a directors' written resolution.

            • 8. Calling a directors' meeting

              (1) Any director may call a directors' meeting.
              (2) The company secretary must call a directors' meeting if a director so requests.
              (3) A directors' meeting is called by giving notice of the meeting to the directors.
              (4) Notice of any directors' meeting must indicate —
              (a) its proposed date and time,
              (b) where it is to take place, and
              (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
              (5) Notice of a directors' meeting must be given to each director, but need not be in writing.
              (6) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

            • 9. Participation in directors' meetings

              (1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when —
              (a) the meeting has been called and takes place in accordance with the articles, and
              (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
              (2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
              (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

            • 10. Quorum for directors' meetings

              (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
              (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.

            • 11. Meetings where total number of directors less than quorum

              (1) This article applies where the total number of directors for the time being is less than the quorum for directors' meetings.
              (2) If there is only one director, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.
              (3) If there is more than one director —
              (a) a directors' meeting may take place, if it is called in accordance with the articles and at least two directors participate in it, with a view to appointing sufficient directors to make up a quorum or calling a general meeting to do so, and
              (b) if a directors' meeting is called but only one director attends at the appointed date and time to participate in it, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.

            • 12. Chairing directors' meetings

              (1) The directors may appoint a director to chair their meetings.
              (2) The person so appointed for the time being is known as the chairman.
              (3) The directors may appoint other directors as deputy or assistant chairmen to chair directors'

              meetings in the chairman's absence.
              (4) The directors may terminate the appointment of the chairman, deputy or assistant chairman at any time.
              (5) If neither the chairman nor any director appointed generally to chair directors' meetings in the chairman's absence is participating in a meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

            • 13. Voting at directors' meetings: general rules

              (1) Subject to the articles, a decision is taken at a directors' meeting by a majority of the votes of the participating directors.
              (2) Subject to the articles, each director participating in a directors' meeting has one vote.
              (3) Subject to the articles, if a director has an interest in an actual or proposed transaction or arrangement with the company —
              (a) that director and that director's alternate may not vote on any proposal relating to it, but
              (b) this does not preclude the alternate from voting in relation to that transaction or arrangement on behalf of another appointor who does not have such an interest.

            • 14. Chairman's casting vote at directors' meetings

              (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
              (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

            • 15. Alternates voting at directors' meetings

              A director who is also an alternate director has an additional vote on behalf of each appointor who is —

              (a) not participating in a directors' meeting, and
              (b) would have been entitled to vote if they were participating in it.

            • 16. Conflicts of interest

              (1) If a directors' meeting, or part of a directors' meeting, is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in that meeting, or part of a meeting, for quorum or voting purposes.
              (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in a decision at a directors' meeting, or part of a directors' meeting, relating to it for quorum and voting purposes.
              (3) This paragraph applies when —
              (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in, or voting at, a directors' meeting,
              (b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or
              (c) the director's conflict of interest arises from a permitted cause.
              (4) For the purposes of this article, the following are permitted causes —
              (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries,
              (b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities, and
              (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
              (5) Subject to paragraph (6), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
              (6) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

            • 17. Proposing directors' written resolutions

              (1) Any director may propose a directors' written resolution.
              (2) The company secretary must propose a directors' written resolution if a director so requests.
              (3) A directors' written resolution is proposed by giving notice of the proposed resolution to the directors.
              (4) Notice of a proposed directors' written resolution must indicate —
              (a) the proposed resolution, and
              (b) the time by which it is proposed that the directors should adopt it.
              (5) Notice of a proposed directors' written resolution must be given in writing to each director.
              (6) Any decision which a person giving notice of a proposed directors' written resolution takes regarding the process of adopting that resolution must be taken reasonably in good faith.

            • 18. Adoption of directors' written resolutions

              (1) A proposed directors' written resolution is adopted when all the directors who would have been entitled to vote on the resolution at a directors' meeting have signed one or more copies of it, provided that those directors would have formed a quorum at such a meeting.
              (2) It is immaterial whether any director signs the resolution before or after the time by which the notice proposed that it should be adopted.
              (3) Once a directors' written resolution has been adopted, it must be treated as if it had been a decision taken at a directors' meeting in accordance with the articles.
              (4) The company secretary must ensure that the company keeps a record, in writing, of all directors' written resolutions for at least ten years from the date of their adoption.

            • 19. Directors' discretion to make further rules

              Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

          • APPOINTMENT OF DIRECTORS

            • 20. Methods of appointing directors

              Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —

              (a) by ordinary resolution, or
              (b) by a decision of the directors.

            • 21. Retirement of directors by rotation

              (1) At the first annual general meeting all the directors must retire from office.
              (2) At every subsequent annual general meeting any directors —
              (a) who have been appointed by the directors since the last annual general meeting, or
              (b) who were not appointed or reappointed at one of the preceding two annual general meetings,
              must retire from office and may offer themselves for reappointment by the members.

            • 22. Termination of director's appointment

              A person ceases to be a director as soon as —

              (a) that person ceases to be a director by virtue of any provision of the Companies Regulations or is prohibited from being a director by law,
              (b) that person becomes bankrupt,
              (c) a composition is made with that person's creditors generally in satisfaction of that person's debts,
              (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months,
              (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
              (f) notification is received by the company from the director that the director is resigning from office as director, and such resignation has taken effect in accordance with its terms.

            • 23. Directors' remuneration

              (1) Directors may undertake any services for the company that the directors decide.
              (2) Directors are entitled to such remuneration as the directors determine —
              (a) for their services to the company as directors, and
              (b) for any other service which they undertake for the company.
              (3) Subject to the articles, a director's remuneration may —
              (a) take any form, and
              (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
              (4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
              (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

            • 24. Directors' expenses

              The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

              (a) meetings of directors or committees of directors,
              (b) general meetings, or
              (c) separate meetings of the holders of any class of shares or of debentures of the company,

              or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

          • ALTERNATE DIRECTORS

            • 25. Appointment and removal of alternates

              (1) Any director (the "appointor") may appoint as an alternate any other director, or any other person approved by resolution of the directors, to —
              (a) exercise that director's powers, and
              (b) carry out that director's responsibilities,
              in relation to the taking of decisions by the directors in the absence of the alternate's appointor.
              (2) Any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor, or in any other manner approved by the directors.
              (3) The notice must —
              (a) identify the proposed alternate, and
              (b) in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the director giving the notice.

            • 26. Rights and responsibilities of alternate directors

              (1) An alternate director has the same rights, in relation to any directors' meeting or directors' written resolution, as the alternate's appointor.
              (2) Except as the articles specify otherwise, alternate directors —
              (a) are deemed for all purposes to be directors,
              (b) are liable for their own acts and omissions,
              (c) are subject to the same restrictions as their appointors, and
              (d) are not deemed to be agents of or for their appointors.
              (3) A person who is an alternate director but not a director —
              (a) may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person's appointor is not participating), and
              (b) may sign a written resolution (but only if it is not signed or to be signed by that person's appointor).
              No alternate may be counted as more than one director for such purposes.
              (4) An alternate director is not entitled to receive any remuneration from the company for serving as an alternate director except such part of the alternate's appointor's remuneration as the appointor may direct by notice in writing made to the company.

            • 27. Termination of alternate directorship

              An alternate director's appointment as an alternate terminates —

              (a) when the alternate's appointor revokes the appointment by notice to the company in writing specifying when it is to terminate,
              (b) on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate's appointor, would result in the termination of the appointor's appointment as a director,
              (c) on the death of the alternate's appointor, or
              (d) when the alternate's appointor's appointment as a director terminates, except that an alternate's appointment as an alternate does not terminate when the appointor retires by rotation at a general meeting and is then re-appointed as a director at the same general meeting.

        • PART 3 PART 3 DECISION-MAKING BY MEMBERS

          • ORGANISATION OF GENERAL MEETINGS

            • 28. Members can call general meeting if not enough directors

              If —

              (a) the company has fewer than two directors, and
              (b) the director (if any) is unable or unwilling to appoint sufficient directors to make up a quorum or to call a general meeting to do so,

              then two or more members may call a general meeting (or instruct the company secretary to do so) for the purpose of appointing one or more directors.

            • 29. Attendance and speaking at general meetings

              (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
              (2) A person is able to exercise the right to vote at a general meeting when —
              (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
              (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
              (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
              (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
              (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

            • 30. Quorum for general meetings

              No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

            • 31. Chairing general meetings

              (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
              (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —
              (a) the directors present, or
              (b) if no directors are present), the meeting,
              must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
              (3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

            • 32. Attendance and speaking by directors and non-members

              (1) Directors may attend and speak at general meetings, whether or not they are members. (2) The chairman of the meeting may permit other persons who are not —
              (a) members of the company, or
              (b) otherwise entitled to exercise the rights of members in relation to general meetings, to attend and speak at a general meeting.

            • 33. Adjournment

              (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
              (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if —
              (a) the meeting consents to an adjournment, or
              (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
              (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
              (4) When adjourning a general meeting, the chairman of the meeting must —
              (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
              (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
              (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —
              (a) to the same persons to whom notice of the company's general meetings is required to be given, and
              (b) containing the same information which such notice is required to contain.
              (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

          • VOTING AT GENERAL MEETINGS

            • 34. Voting: general

              A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

            • 35. Errors and disputes

              (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
              (2) Any such objection must be referred to the chairman of the meeting whose decision is final.

            • 36. Demanding a poll

              (1) A poll on a resolution may be demanded —
              (a) in advance of the general meeting where it is to be put to the vote, or
              (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
              (2) A poll may be demanded by —
              (a) the chairman of the meeting,
              (b) the directors,
              (c) two or more persons having the right to vote on the resolution, or
              (d) a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
              (3) A demand for a poll may be withdrawn if —
              (a) the poll has not yet been taken, and
              (b) the chairman of the meeting consents to the withdrawal.

            • 37. Procedure on a poll

              (1) Subject to the articles, polls at general meetings must be taken when, where and in such manner as the chairman of the meeting directs.
              (2) The chairman of the meeting may appoint scrutineers (who need not be members) and decide how and when the result of the poll is to be declared.
              (3) The result of a poll shall be the decision of the meeting in respect of the resolution on which the poll was demanded.
              (4) A poll on —
              (a) the election of the chairman of the meeting, or
              (b) a question of adjournment, must be taken immediately.
              (5) Other polls must be taken within 30 days of their being demanded.
              (6) A demand for a poll does not prevent a general meeting from continuing, except as regards the question on which the poll was demanded.
              (7) No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded.
              (8) In any other case, at least 7 days' notice must be given specifying the time and place at which the poll is to be taken.

            • 38. Content of proxy notices

              (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which —
              (a) states the name and address of the member appointing the proxy,
              (b) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed,
              (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine, and
              (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
              (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
              (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
              (4) Unless a proxy notice indicates otherwise, it must be treated as —
              (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
              (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

            • 39. Delivery of proxy notices

              (1) Any notice of a general meeting must specify the address or addresses ("proxy notification address") at which the company or its agents will receive proxy notices relating to that meeting, or any adjournment of it, delivered in hard copy or electronic form.
              (2) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
              (3) Subject to paragraphs (4) and (5), a proxy notice must be delivered to a proxy notification address not less than 48 hours before the general meeting or adjourned meeting to which it relates.
              (4) In the case of a poll taken more than 48 hours after it is demanded, the notice must be delivered to a proxy notification address not less than 24 hours before the time appointed for the taking of the poll.
              (5) In the case of a poll not taken during the meeting but taken not more than 48 hours after it was demanded, the proxy notice must be delivered —
              (a) in accordance with paragraph (3), or
              (b) at the meeting at which the poll was demanded to the chairman, secretary or any director.
              (6) An appointment under a proxy notice may be revoked by delivering a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given to a proxy notification address.
              (7) A notice revoking a proxy appointment only takes effect if it is delivered before —
              (a) the start of the meeting or adjourned meeting to which it relates, or
              (b) (in the case of a poll not taken on the same day as the meeting or adjourned meeting) the time appointed for taking the poll to which it relates.
              (8) If a proxy notice is not signed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

            • 40. Amendments to resolutions

              (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —
              (a) notice of the proposed amendment is given to the company secretary in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
              (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
              (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —
              (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
              (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
              (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

          • RESTRICTIONS ON MEMBERS' RIGHTS

            • 41. No voting of shares on which money owed to company

              No voting rights attached to a share may be exercised at any general meeting, at any adjournment of it, or on any poll called at or in relation to it, unless all amounts payable to the company in respect of that share have been paid.

          • APPLICATION OF RULES TO CLASS MEETINGS

            • 42. Class meetings

              The provisions of the articles relating to general meetings apply, with any necessary modifications, to meetings of the holders of any class of shares.

        • PART 4 PART 4 SHARES AND DISTRIBUTIONS

          • ISSUE OF SHARES

            • 43. Powers to issue different classes of share

              (1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.
              (2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

            • 44. Payment of commissions on subscription for shares

              (1) The company may pay any person a commission in consideration for that person —
              (a) subscribing, or agreeing to subscribe, for shares, or
              (b) procuring, or agreeing to procure, subscriptions for shares.
              (2) Any such commission may be paid —
              (a) in cash, or in fully paid or partly paid shares or other securities, or partly in one way and partly in the other, and
              (b) in respect of a conditional or an absolute subscription.

          • INTERESTS IN SHARES

            • 45. Company not bound by less than absolute interests

              Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it.

          • SHARE CERTIFICATES

            • 46. Certificates to be issued except in certain cases

              (1) The company must issue each member with one or more certificates in respect of the shares which that member holds.
              (2) This article does not apply to —
              (a) uncertificated shares, or
              (b) shares in respect of which the Companies Regulations permit the company not to issue a certificate.
              (3) Except as otherwise specified in the articles, all certificates must be issued free of charge.
              (4) No certificate may be issued in respect of shares of more than one class.
              (5) If more than one person holds a share, only one certificate may be issued in respect of it.

            • 47. Contents and execution of share certificates

              (1) Every certificate must specify —
              (a) in respect of how many shares, of what class, it is issued,
              (b) the issue price of those shares,
              (c) the amount paid up on them, and
              (d) any distinguishing numbers assigned to them.
              (2) Certificates must —
              (a) have affixed to them the company's common seal or an official seal which is a facsimile of the company's common seal with the addition on its face of the word "Securities" (a "securities seal"), or
              (b) be otherwise executed in accordance with the Companies Regulations.

            • 48. Consolidated share certificates

              (1) When a member's holding of shares of a particular class increases, the company may issue that member with —
              (a) a single, consolidated certificate in respect of all the shares of a particular class which that member holds, or
              (b) a separate certificate in respect of only those shares by which that member's holding has increased.
              (2) When a member's holding of shares of a particular class is reduced, the company must ensure that the member is issued with one or more certificates in respect of the number of shares held by the member after that reduction. But the company need not (in the absence of a request from the member) issue any new certificate if —
              (a) all the shares which the member no longer holds as a result of the reduction, and
              (b) none of the shares which the member retains following the reduction, were, immediately before the reduction, represented by the same certificate.
              (3) A member may request the company, in writing, to replace —
              (a) the member's separate certificates with a consolidated certificate, or
              (b) the member's consolidated certificate with two or more separate certificates representing such proportion of the shares as the member may specify.
              (4) When the company complies with such a request it may charge such reasonable fee as the directors may decide for doing so.
              (5) A consolidated certificate must not be issued unless any certificates which it is to replace have first been returned to the company for cancellation.

            • 49. Replacement share certificates

              (1) If a certificate issued in respect of a member's shares is —
              (a) damaged or defaced, or
              (b) said to be lost, stolen or destroyed,
              that member is entitled to be issued with a replacement certificate in respect of the same shares.
              (2) A member exercising the right to be issued with such a replacement certificate —
              (a) may at the same time exercise the right to be issued with a single certificate or separate certificates,
              (b) must return the certificate which is to be replaced to the company if it is damaged or defaced, and
              (c) must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

          • SHARES NOT HELD IN CERTIFICATED FORM

            • 50. Uncertificated shares

              (1) In this article, "the relevant rules" means —
              (a) any applicable provision of the Companies Regulations about the holding, evidencing of title to, or transfer of shares other than in certificated form, and
              (b) any applicable legislation, rules or other arrangements made under or by virtue of such provision.
              (2) The provisions of this article have effect subject to the relevant rules.
              (3) Any provision of the articles which is inconsistent with the relevant rules must be disregarded, to the extent that it is inconsistent, whenever the relevant rules apply.
              (4) Any share or class of shares of the company may be issued or held on such terms, or in such a way, that —
              (a) title to it or them is not, or must not be, evidenced by a certificate, or
              (b) it or they may or must be transferred wholly or partly without a certificate.
              (5) The directors have power to take such steps as they think fit in relation to —
              (a) the evidencing of and transfer of title to uncertificated shares (including in connection with the issue of such shares),
              (b) any records relating to the holding of uncertificated shares,
              (c) the conversion of certificated shares into uncertificated shares, or
              (d) the conversion of uncertificated shares into certificated shares.
              (6) The company may by notice to the holder of a share require that share —
              (a) if it is uncertificated, to be converted into certificated form, and
              (b) if it is certificated, to be converted into uncertificated form, to enable it to be dealt with in accordance with the articles.
              (7) If —
              (a) the articles give the directors power to take action, or require other persons to take action, in order to sell, transfer or otherwise dispose of shares, and
              (b) uncertificated shares are subject to that power, but the power is expressed in terms which assume the use of a certificate or other written instrument,
              the directors may take such action as is necessary or expedient to achieve the same results when exercising that power in relation to uncertificated shares.
              (8) In particular, the directors may take such action as they consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertificated share or otherwise to enforce a lien in respect of it.
              (9) Unless the directors otherwise determine, shares which a member holds in uncertificated form must be treated as separate holdings from any shares which that member holds in certificated form.
              (10) A class of shares must not be treated as two classes simply because some shares of that class are held in certificated form and others are held in uncertificated form.

          • PARTLY PAID SHARES

            • 51. Company's lien over partly paid shares

              (1) The company has a lien ("the company's lien") over every share which is partly paid for any part of that share's issue price which has not been paid to the company, and which is payable immediately or at some time in the future, whether or not a call notice has been sent in respect of it.
              (2) The company's lien over a share —
              (a) takes priority over any third party's interest in that share, and
              (b) extends to any dividend or other money payable by the company in respect of that share and (if the lien is enforced and the share is sold by the company) the proceeds of sale of that share.
              (3) The directors may at any time decide that a share which is or would otherwise be subject to the company's lien shall not be subject to it, either wholly or in part.

            • 52. Enforcement of the company's lien

              (1) Subject to the provisions of this article, if —
              (a) a lien enforcement notice has been given in respect of a share, and
              (b) the person to whom the notice was given has failed to comply with it, the company may sell that share in such manner as the directors decide.
              (2) A lien enforcement notice —
              (a) may only be given in respect of a share which is subject to the company's lien, in respect of which a sum is payable and the due date for payment of that sum has passed,
              (b) must specify the share concerned,
              (c) must require payment of the sum payable within 14 days of the notice,
              (d) must be addressed either to the holder of the share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise, and
              (e) must state the company's intention to sell the share if the notice is not complied with.
              (3) Where shares are sold under this article —
              (a) the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser, and
              (b) the transferee is not bound to see to the application of the consideration, and the transferee's title is not affected by any irregularity in or invalidity of the process leading to the sale.
              (4) The net proceeds of any such sale (after payment of the costs of sale and any other costs of enforcing the lien) must be applied —
              (a) first, in payment of so much of the sum for which the lien exists as was payable at the date of the lien enforcement notice,
              (b) second, to the person entitled to the shares at the date of the sale, but only after the certificate for the shares sold has been surrendered to the company for cancellation or a suitable indemnity has been given for any lost certificates, and subject to a lien equivalent to the company's lien over the shares before the sale for any money payable in respect of the shares after the date of the lien enforcement notice.
              (5) A statutory declaration by a director or the company secretary that the declarant is a director or the company secretary and that a share has been sold to satisfy the company's lien on a specified date —
              (a) is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share, and
              (b) subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.

            • 53. Call notices

              (1) Subject to the articles and the terms on which shares are allotted, the directors may send a notice (a "call notice") to a member requiring the member to pay the company a specified sum of money (a "call") which is payable in respect of shares which that member holds at the date when the directors decide to send the call notice.
              (2) A call notice —
              (a) may not require a member to pay a call which exceeds the total sum unpaid on that member's shares,
              (b) must state when and how any call to which it relates it is to be paid, and
              (c) may permit or require the call to be paid by instalments.
              (3) A member must comply with the requirements of a call notice, but no member is obliged to pay any call before 14 days have passed since the notice was sent.
              (4) Before the company has received any call due under a call notice the directors may —
              (a) revoke it wholly or in part, or
              (b) specify a later time for payment than is specified in the notice,
              by a further notice in writing to the member in respect of whose shares the call is made.

            • 54. Liability to pay calls

              (1) Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which it is required to be paid.
              (2) Joint holders of a share are jointly and severally liable to pay all calls in respect of that share. (3) Subject to the terms on which shares are allotted, the directors may, when issuing shares,

              provide that call notices sent to the holders of those shares may require them —
              (a) to pay calls which are not the same, or
              (b) to pay calls at different times.

            • 55. When call notice need not be issued

              (1) A call notice need not be issued in respect of sums which are specified, in the terms on which a share is issued, as being payable to the company in respect of that share —
              (a) on allotment,
              (b) on the occurrence of a particular event, or
              (c) on a date fixed by or in accordance with the terms of issue.
              (2) But if the due date for payment of such a sum has passed and it has not been paid, the holder of the share concerned is treated in all respects as having failed to comply with a call notice in respect of that sum, and is liable to the same consequences as regards the payment of interest and forfeiture.

            • 56. Failure to comply with call notice: automatic consequences

              (1) If a person is liable to pay a call and fails to do so by the call payment date —
              (a) the directors may issue a notice of intended forfeiture to that person, and
              (b) until the call is paid, that person must pay the company interest on the call from the call payment date at the relevant rate.
              (2) For the purposes of this article —
              (a) the "call payment date" is the time when the call notice states that a call is payable, unless the directors give a notice specifying a later date, in which case the "call payment date" is that later date,
              (b) the "relevant rate" is —
              (i) the rate fixed by the terms on which the share in respect of which the call is due was allotted,
              (ii) such other rate as was fixed in the call notice which required payment of the call, or has otherwise been determined by the directors, or
              (iii) if no rate is fixed in either of these ways, 5 per cent per annum.
              (4) The directors may waive any obligation to pay interest on a call wholly or in part.

            • 57. Notice of intended forfeiture

              A notice of intended forfeiture —

              (a) may be sent in respect of any share in respect of which a call has not been paid as required by a call notice,
              (b) must be sent to the holder of that share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise,
              (c) must require payment of the call and any accrued interest by a date which is not less than 14 days after the date of the notice,
              (d) must state how the payment is to be made, and
              (e) must state that if the notice is not complied with, the shares in respect of which the call is payable will be liable to be forfeited.

            • 58. Directors' power to forfeit shares

              If a notice of intended forfeiture is not complied with before the date by which payment of the call is required in the notice of intended forfeiture, the directors may decide that any share in respect of which it was given is forfeited, and the forfeiture is to include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

            • 59. Effect of forfeiture

              (1) Subject to the articles, the forfeiture of a share extinguishes
              (a) all interests in that share, and all claims and demands against the company in respect of it, and
              (b) all other rights and liabilities incidental to the share as between the person whose share it was prior to the forfeiture and the company.
              (2) Any share which is forfeited in accordance with the articles —
              (a) is deemed to have been forfeited when the directors decide that it is forfeited,
              (b) is deemed to be the property of the company, and
              (c) may be sold, re-allotted or otherwise disposed of as the directors think fit.
              (3) If a person's shares have been forfeited —
              (a) the company must send that person notice that forfeiture has occurred and record it in the register of members,
              (b) that person ceases to be a member in respect of those shares,
              (c) that person must surrender the certificate for the shares forfeited to the company for cancellation,
              (d) that person remains liable to the company for all sums payable by that person under the articles at the date of forfeiture in respect of those shares, including any interest (whether accrued before or after the date of forfeiture), and
              (e) the directors may waive payment of such sums wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
              (4) At any time before the company disposes of a forfeited share, the directors may decide to cancel the forfeiture on payment of all calls and interest due in respect of it and on such other terms as they think fit.

            • 60. Procedure following forfeiture

              (1) If a forfeited share is to be disposed of by being transferred, the company may receive the consideration for the transfer and the directors may authorise any person to execute the instrument of transfer.
              (2) A statutory declaration by a director or the company secretary that the declarant is a director or the company secretary and that a share has been forfeited on a specified date —
              (a) is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share, and
              (b) subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.
              (3) A person to whom a forfeited share is transferred is not bound to see to the application of the consideration (if any) nor is that person's title to the share affected by any irregularity in or invalidity of the process leading to the forfeiture or transfer of the share.
              (4) If the company sells a forfeited share, the person who held it prior to its forfeiture is entitled to receive from the company the proceeds of such sale, net of any commission, and excluding any amount which —
              (a) was, or would have become, payable, and
              (b) had not, when that share was forfeited, been paid by that person in respect of that share, but no interest is payable to such a person in respect of such proceeds and the company is not required to account for any money earned on them.

            • 61. Surrender of shares

              (1) A member may surrender any share —
              (a) in respect of which the directors may issue a notice of intended forfeiture,
              (b) which the directors may forfeit, or
              (c) which has been forfeited.
              (2) The directors may accept the surrender of any such share.
              (3) The effect of surrender on a share is the same as the effect of forfeiture on that share.
              (4) A share which has been surrendered may be dealt with in the same way as a share which has been forfeited.

          • TRANSFER AND TRANSMISSION OF SHARES

            • 62. Transfers of certificated shares

              (1) Certificated shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of —
              (a) the transferor, and
              (b) if any of the shares is partly paid) the transferee.
              (2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
              (3) The company may retain any instrument of transfer which is registered.
              (4) The transferor remains the holder of a certificated share until the transferee's name is entered in the register of members as holder of it.
              (5) The directors may refuse to register the transfer of a certificated share if —
              (a) the share is not fully paid,
              (b) the transfer is not lodged at the company's registered office or such other place as the directors have appointed,
              (c) the transfer is not accompanied by the certificate for the shares to which it relates, or such other evidence as the directors may reasonably require to show the transferor's right to make the transfer, or evidence of the right of someone other than the transferor to make the transfer on the transferor's behalf,
              (d) the transfer is in respect of more than one class of share, or
              (e) the transfer is in favour of more than four transferees.
              (6) If the directors refuse to register the transfer of a share, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

            • 63. Transfer of uncertificated shares

              A transfer of an uncertificated share must not be registered if it is in favour of more than four transferees.

            • 64. Transmission of shares

              (1) If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.
              (2) Nothing in these articles releases the estate of a deceased member from any liability in respect of a share solely or jointly held by that member.

            • 65. Transmittees' rights

              (1) A transmittee who produces such evidence of entitlement to shares as the directors may properly require —
              (a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and
              (b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.
              (2) But transmittees do not have the right to attend or vote at a general meeting in respect of shares to which they are entitled, by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares.

            • 66. Exercise of transmittees' rights

              (1) Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.
              (2) If the share is a certificated share and a transmittee wishes to have it transferred to another person, the transmittee must execute an instrument of transfer in respect of it.
              (3) If the share is an uncertificated share and the transmittee wishes to have it transferred to another person, the transmittee must —
              (a) procure that all appropriate instructions are given to effect the transfer, or
              (b) procure that the uncertificated share is changed into certificated form and then execute an instrument of transfer in respect of it.
              (4) Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

            • 67. Transmittees bound by prior notices

              If a notice is given to a member in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the member before the transmittee's name has been entered in the register of members.

          • CONSOLIDATION OF SHARES

            • 68. Procedure for disposing of fractions of shares

              (1) This article applies where —
              (a) there has been a consolidation or division of shares, and
              (b) as a result, members are entitled to fractions of shares.
              (2) The directors may —
              (a) sell the shares representing the fractions to any person including the company for the best price reasonably obtainable,
              (b) in the case of a certificated share, authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser, and
              (c) distribute the net proceeds of sale in due proportion among the holders of the shares.
              (3) Where any holder's entitlement to a portion of the proceeds of sale amounts to less than a minimum figure determined by the directors, that member's portion may be distributed to an organisation which is a charity for the purposes of the laws of the Abu Dhabi.
              (4) The person to whom the shares are transferred is not obliged to ensure that any purchase money is received by the person entitled to the relevant fractions.
              (5) The transferee's title to the shares is not affected by any irregularity in or invalidity of the process leading to their sale.

          • DISTRIBUTIONS

            • 69. Procedure for declaring dividends

              (1) The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
              (2) A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.
              (3) No dividend may be declared or paid unless it is in accordance with members' respective rights.
              (4) Unless the members' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each member's holding of shares on the date of the resolution or decision to declare or pay it.
              (5) If the company's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.
              (6) The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
              (7) If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

            • 70. Calculation of dividends

              (1) Except as otherwise provided by the articles or the rights attached to shares, all dividends must be —
              (a) declared and paid according to the amounts paid up on the shares on which the dividend is paid, and
              (b) apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
              (2) If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.
              (3) For the purposes of calculating dividends, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount.

            • 71. Payment of dividends and other distributions

              (1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means —
              (a) transfer to a bank account specified by the distribution recipient either in writing or as the directors may otherwise decide,
              (b) sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient's registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors ma y otherwise decide,
              (c) sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide, or
              (d) any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.
              (2) In the articles, "the distribution recipient" means, in respect of a share in respect of which a dividend or other sum is payable —
              (a) the holder of the share, or
              (b) if the share has two or more joint holders, whichever of them is named first in the register of members, or
              (c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee.

            • 72. Deductions from distributions in respect of sums owed to the company

              (1) If —
              (a) a share is subject to the company's lien, and
              (b) the directors are entitled to issue a lien enforcement notice in respect of it,
              they may, instead of issuing a lien enforcement notice, deduct from any dividend or other sum payable in respect of the share any sum of money which is payable to the company in respect of that share to the extent that they are entitled to require payment under a lien enforcement notice.
              (2) Money so deducted must be used to pay any of the sums payable in respect of that share.
              (3) The company must notify the distribution recipient in writing of —
              (a) the fact and amount of any such deduction,
              (b) any non-payment of a dividend or other sum payable in respect of a share resulting from any such deduction, and
              (c) how the money deducted has been applied.

            • 73. No interest on distributions

              The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by —

              (a) the terms on which the share was issued, or
              (b) the provisions of another agreement between the holder of that share and the company.

            • 74. Unclaimed distributions

              (1) All dividends or other sums which are —
              (a) payable in respect of shares, and
              (b) unclaimed after having been declared or become payable,
              may be invested or otherwise made use of by the directors for the benefit of the company until claimed.
              (2) The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.
              (3) If —
              (a) twelve years have passed from the date on which a dividend or other sum became due for payment, and
              (b) the distribution recipient has not claimed it,
              the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

            • 75. Non-cash distributions

              (1) Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).
              (2) If the shares in respect of which such a non-cash distribution is paid are uncertificated, any shares in the company which are issued as a non-cash distribution in respect of them must be uncertificated.
              (3) For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution —
              (a) fixing the value of any assets,
              (b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients, and
              (c) vesting any assets in trustees.

            • 76. Waiver of distributions

              Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect, but if —

              (a) the share has more than one holder, or
              (b) more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

              the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

          • CAPITALISATION OF PROFITS

            • 77. Authority to capitalise and appropriation of capitalised sums

              (1) Subject to the articles, the directors may, if they are so authorised by an ordinary resolution —
              (a) decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company's capital redemption reserve, and
              (b) appropriate any sum which they so decide to capitalise (a "capitalised sum") to the persons who would have been entitled to it if it were distributed by way of dividend (the "persons entitled") and in the same proportions.
              (2) Capitalised sums must be applied —
              (a) on behalf of the persons entitled, and
              (b) in the same proportions as a dividend would have been distributed to them.
              (3) Any capitalised sum may be applied in paying up new shares of an issue price equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.
              (4) A capitalised sum which was appropriated from profits available for distribution may be applied —
              (a) in or towards paying up any amounts unpaid on existing shares held by the persons entitled, or
              (b) in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.
              (5) Subject to the articles the directors may —
              (a) apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another,
              (b) make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments), and
              (c) authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

        • PART 5 PART 5 MISCELLANEOUS PROVISIONS

          • COMMUNICATIONS

            • 78. Means of communication to be used

              (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Regulations provides for documents or information which are authorised or required by any provision of the Companies Regulations to be sent or supplied by or to the company.
              (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
              (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

            • 79. Failure to notify contact details

              (1) If —
              (a) the company sends two consecutive documents to a member over a period of at least 12 months, and
              (b) each of those documents is returned undelivered, or the company receives notification that it has not been delivered,
              that member ceases to be entitled to receive notices from the company.
              (2) A member who has ceased to be entitled to receive notices from the company becomes entitled to receive such notices again by sending the company —
              (a) a new address to be recorded in the register of members, or
              (b) if the member has agreed that the company should use a means of communication other than sending things to such an address, the information that the company needs to use that means of communication effectively.

          • ADMINISTRATIVE ARRANGEMENTS

            • 80. Company seals

              (1) Any common seal may only be used by the authority of the directors.
              (2) The directors may decide by what means and in what form any common seal or securities seal is to be used.
              (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
              (4) For the purposes of this article, an authorised person is —
              (a) any director of the company,
              (b) the company secretary, or
              (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.
              (5) If the company has an official seal for use abroad, it may only be affixed to a document if its use on that document, or documents of a class to which it belongs, has been authorised by a decision of the directors.
              (6) If the company has a securities seal, it may only be affixed to securities by the company secretary or a person authorised to apply it to securities by the company secretary.
              (7) For the purposes of the articles, references to the securities seal being affixed to any document include the reproduction of the image of that seal on or in a document by any mechanical or electronic means which has been approved by the directors in relation to that document or documents of a class to which it belongs.

            • 81. Destruction of documents

              (1) The company is entitled to destroy —
              (a) all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entries are made in the register of members, from six years after the date of registration,
              (b) all dividend mandates, variations or cancellations of dividend mandates, and notifications of change of address, from two years after they have been recorded,
              (c) all share certificates which have been cancelled from one year after the date of the cancellation,
              (d) all paid dividend warrants and cheques from one year after the date of actual payment, and
              (e) all proxy notices from one year after the end of the meeting to which the proxy notice relates.
              (2) If the company destroys a document in good faith, in accordance with the articles, and without notice of any claim to which that document may be relevant, it is conclusively presumed in favour of the company that —
              (a) entries in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed were duly and properly made,
              (b) any instrument of transfer so destroyed was a valid and effective instrument duly and properly registered,
              (c) any share certificate so destroyed was a valid and effective certificate duly and properly cancelled, and
              (d) any other document so destroyed was a valid and effective document in accordance with its recorded particulars in the books or records of the company.
              (3) This article does not impose on the company any liability which it would not otherwise have if it destroys any document before the time at which this article permits it to do so.
              (4) In this article, references to the destruction of any document include a reference to its being disposed of in any manner.

            • 82. No right to inspect accounts and other records

              Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a member.

            • 83. Provision for employees on cessation of business

              The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

          • DIRECTORS' INDEMNITY AND INSURANCE

            • 84. Indemnity

              (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against —
              (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
              (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 222(6) of the Companies Regulations),
              (c) any other liability incurred by that director as an officer of the company or an associated company.
              (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Regulations or by any other provision of law.
              (3) In this article —
              (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
              (b) a "relevant director" means any director or former director of the company or an associated company.

            • 85. Insurance

              (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
              (2) In this article —
              (a) a "relevant director" means any director or former director of the company or an associated company,
              (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
              (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

    • 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: —

      • PART 1 PART 1 Introductory

        • 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.

      • PART 2 PART 2 Trade Names

        • 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.

        • 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.

        • 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.

        • 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.

        • 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.

        • 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.

        • 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.

        • 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.

        • 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.

        • 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.

        • 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.

      • PART 3 PART 3 Company Name Reservation

        • 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.

      • PART 4 PART 4 PERMITTED COMPANY NAMES AND TRADE NAMES

        • 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.

        • 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.

        • 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.

        • 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 TRADING DISCLOSURES

        • 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.

        • 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.

        • 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.

        • 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.

        • 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).

        • 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.

      • 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
        *
        =
        #
        %
        ±

      • 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.

      • 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.

      • 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.

      • 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

    • Companies Regulations (Business and Company Names) Rules 2016

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      • Companies Regulations (International Accounting Standards) Rules 2015

        Date of Adoption: 12 April 2015

        The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 446(1) of the Companies Regulations 2015, hereby makes the following Rules:-

        • 1. Citation commencement and interpretation

          (1) These Rules may be cited as the Companies Regulations (International Accounting Standards) Rules 2015.
          (2) These Rules shall come into force on the date of their publication.
          (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
          (4) Terms used in these Rules which are defined in the Companies Regulations shall have the meanings given to them in the Regulations.
          (5) Unless the context otherwise requires —
          (a) references to sections are to sections of the Companies Regulations,
          (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
          (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

        • 2. International Accounting Standards

          (1) For the purpose of section 446(1) of the Regulations, "international accounting standards" shall mean International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and related Interpretations (SIC-IFRIC interpretations), subsequent amendments to those standards and related interpretations, and future standards and related interpretations issued or adopted by the International Accounting Standards Board (IASB), save to the extent that the Board issues rules ordering or approving derogations from such standards or interpretations.
          (2) Nothing in these Rules shall prevent the Board from prescribing other accounting standards which may be adopted for the purpose of preparing group accounts or individual accounts.

      • Companies Regulations (Fees) Rules 2015

      • Companies Regulations (Fees) Rules 2015

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      • Companies Regulations (Fees) Rules 2020

        Date of Adoption: 24 June 2020

        The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 938 of the Companies Regulations 2020, hereby makes the following Rules:-

      • Companies Regulations (International Accounting Standards) Rules 2015

      • Companies Regulations (International Accounting Standards) Rules 2015

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      • Companies Regulations (Model Articles) Rules 2015

      • Companies Regulations (Model Articles) Rules 2015

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      • Companies Regulations (Name Adjudication) 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 59 of the Companies Regulations 2015, hereby makes the following Rules: —

        • 1 Citation, commencement and interpretation

          (1) These Rules may be cited as the Companies Regulations (Names Adjudication) Rules 2015.
          (2) These Rules shall come into force on the date of their publication.
          (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
          (4) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
          (5) Unless the context otherwise requires —
          (a) references to sections are to sections of the Companies Regulations,
          (i) 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
          (ii) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

        • 2. Forms and fees

          (1) The Registrar shall have the power to determine the form and content of any form required to be used by these Rules.
          (2) Where a form is required to be used by these Rules that form shall be accompanied by the fee, if any, specified in the Schedule in respect of that matter.

        • Proceedings before the Registrar

          • 3. Procedure for objecting to a company's registered name

            (1) An application under section 58 shall —
            (a) be made on the form prescribed by the Registrar from time to time,
            (b) include a concise statement of the grounds on which the application is made,
            (c) include an address for service in the Abu Dhabi Global Market, and
            (d) be filed with the Registrar.
            (2) The Registrar shall send a copy of the appropriate form to the primary respondent.
            (3) The Registrar shall specify a period within which the primary respondent must file its counter-statement.
            (4) The primary respondent, before the end of that period, shall file a counter-statement on the appropriate form, otherwise the Registrar may treat it as not opposing the application and may make an order under section 61.
            (5) In its counter-statement the primary respondent shall —
            (a) include an address for service in the Abu Dhabi Global Market,
            (b) include a concise statement of the grounds on which it relies,
            (c) state which of the allegations in the statement of grounds of the applicant it admits and which it denies, and
            (d) state which of the allegations it is unable to admit or deny, but which it requires the applicant to prove.
            (6) Any member or director of the primary respondent who is joined as a respondent to the application must be joined before the end of a period specified by the Registrar.
            (7) The Registrar shall send a copy of the appropriate form referred to in paragraph (4) to the applicant.

          • 4. Evidence rounds

            (1) When the period specified under Rule 3(3) has expired, the Registrar shall specify the periods within which evidence may be filed by the parties.
            (2) All evidence must be —
            (a) accompanied by the appropriate form, and
            (b) copied to all other parties in the proceedings.

          • 5. Decision of Registrar and hearings

            (1) Where the applicant files no evidence in support of its application the Registrar may treat it as having withdrawn its application.
            (2) The Registrar may strike out the application or any counter-statement in whole or in part if it is vexatious, has no reasonable prospect of success or is otherwise misconceived.
            (3) Any party may, by filing the appropriate form, request to be heard in person before a decision is made by the Registrar under the Companies Regulations or these Rules.
            (4) Following a request under Rule 5(3) the Registrar shall decide whether a decision can be made without an oral hearing in circumstances where —
            (a) the primary respondent files no evidence, or
            (b) the applicant files no evidence in reply to the respondent's evidence, or
            (c) the decision will not terminate the proceedings.
            (5) Where the Registrar decides that a decision can be made without an oral hearing the Registrar will specify a period for the parties to submit written submissions before making a decision.
            (6) Where the Registrar decides that a hearing is necessary he shall require the parties or their legal representatives to attend a hearing and shall give the parties at least 14 days' notice of the hearing.
            (7) When the Registrar has made a decision on the application under section 58(2) he shall send to the parties written notice of it, stating the reasons for his decision.
            (8) The date on which the decision was sent to the parties shall be taken to be the date of the decision for the purposes of any appeal.

          • 6. General powers of Registrar in relation to proceedings before him

            (1) At any stage of proceedings before him, the Registrar may direct that the parties to the proceedings attend a case management conference or pre-hearing review.
            (2) The Registrar may give such directions as to the management of the proceedings as he thinks fit, and in particular he may —
            (a) direct a document to be filed or to be copied to a party to proceedings within a specified period,
            (b) allow for the electronic filing and sending of documents,
            (c) direct how documents filed or sent electronically are to be authenticated,
            (d) direct that a document shall not be available for public inspection,
            (e) require a translation of any document,
            (f) direct that a witness be cross-examined,
            (g) consolidate proceedings,
            (h) direct that proceedings are to be heard by more than one person,
            (i) direct that part of any proceedings be dealt with as separate proceedings, or
            (j) suspend or stay proceedings.
            (3) The Registrar may control the evidence by giving directions as to —
            (a) the issues on which he requires evidence,
            (b) the nature of the evidence which he requires to decide those issues, and
            (c) the way in which the evidence is to be placed before him,
            and the Registrar may use his power under this paragraph to exclude evidence which would otherwise be admissible.

          • 7. Requests for extensions of time

            (1) The Registrar may extend (or further extend) any period which has been specified under any provision of these Rules even if the period has expired.
            (2) Any party can request an extension of any time period specified under any provision of these Rules.
            (3) Any request for a retrospective extension must be filed before the end of the period of 2 months beginning with the date the time period in question expired.
            (4) Any request made under paragraph (2) shall be made on the appropriate form and shall include reasons why the extra time is required. A request for a retrospective extension shall also include reasons why the request is being made out of time.

          • 8. Public proceedings

            The Registrar may decide in his sole discretion whether proceedings relating to an application under section 58 of the Companies Regulations shall be held in public or in private.

          • 9. Evidence in proceedings before the Registrar

            (1) Subject to Rule 6(3), evidence filed under these Rules may be given —
            (a) by witness statement, or
            (b) in any other form which would be admissible as evidence in proceedings before the court of the Abu Dhabi Global Market,
            and a witness statement may only be given in evidence if it includes a statement of truth.
            (2) For the purposes of these Rules, a statement of truth —
            (a) means a statement that the person making the statement believes that the facts stated in a particular document are true, and
            (b) shall be dated and signed by the maker of the statement.
            (3) In these Rules, a witness statement is a written statement signed by a person that contains the evidence which that person would be allowed to give orally.

          • 10. Correction of irregularities of procedure

            (1) Any irregularity in procedure may be rectified on such terms as the Registrar may direct.
            (2) Where rectification includes the amendment of a document by the Registrar the parties will be given notice of this amendment.

        • Costs or expenses

          • 11. Costs or expenses of proceedings

            The Registrar may, at any stage in any proceedings before him under these Rules, award to any party by order such costs as he considers reasonable, and direct how and by what parties they are to be paid.

          • 12. Security for costs or expenses

            An application for security for costs shall be made on the appropriate form. The Registrar may require a person to give security for costs if he is satisfied, having regard to all the circumstances of the case, that it is just to require such security or caution.

        • Address for service

          • 13. Address for service

            (1) Where a person has provided an address for service in the Abu Dhabi Global Market under Rule 3 he may substitute a new address for service in the Abu Dhabi Global Market by notifying the Registrar on the appropriate form.
            (2) Where the primary respondent has a registered office in the Abu Dhabi Global Market the Registrar may treat this as the address for service in the Abu Dhabi Global Market unless and until an alternative address is provided.

        • Miscellaneous

          • 14. Hours of business

            (1) For the transaction of relevant business by the public under the Companies Regulations the office of the Registrar shall be open on Sunday to Thursday between 9.00 am and 3.00 pm unless the day is an excluded day (see Rule 15).
            (2) For the transaction of all other business by the public under the Companies Regulations the Office shall be open on Sunday to Thursday between 9.00 am and 3.00 pm unless the day is an excluded day (see Rule 15).
            (3) In this Rule and in Rule 15 "relevant business" means the filing of any application or other document.

          • 15. Excluded days

            (1) The following shall be excluded days for the transaction of any business by the public under the Companies Regulations —
            (a) a Friday or Saturday, and
            (b) public holidays in the Emirate of Abu Dhabi.
            (2) Any application or document received on an excluded day shall be treated as having been filed on the next day on which the Registrar is open for relevant business.
            (3) Where any period for filing any document ends on an excluded day that period shall be extended to the next day on which the Registrar is open for relevant business.

        • SCHEDULE FEES

          Form Fee (US$)
          Form required by Rule 3(1) 600
          Form required by Rule 3(4) 225
          Form required by Rule 4(2) 225
          Form required by Rule 5(3) 150
          Form required by Rule 7(4) 150
          Form required by Rule 12 225

      • Companies Regulations (Name Adjudication) Rules 2015

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        • COMPANIES REGULATIONS (NAME ADJUDICATION) RULES 2015

      • Companies Regulations (Recognised Professional Body) 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 1032(2) of the Companies Regulations 2015, hereby makes the following Rules: —

        • 1. Citation, commencement and interpretation

          (1) These Rules may be cited as the Companies Regulations (Recognised Professional Body) Rules 2015.
          (2) These Rules shall come into force on the date of their publication.
          (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
          (4) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
          (5) Unless the context otherwise requires —
          (a) references to sections are to sections of Regulations,
          (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
          (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

        • 2. Recognised Professional Bodies

          (1) For the purpose of section 1032(2) of the Regulations, "recognised professional body" shall mean any professional body which:
          (a) offers a professional qualification in accountancy;
          (b) has the power to subject its members to disciplinary proceedings;
          (c) operates in one or more jurisdictions where accountancy services are delivered to internationally recognised standards; and
          (d) has no fewer than 25,000 members on the date of the publication of these Rules or reaches a membership of 25,000 members after the date of the publication of these Rules.
          (2) For the avoidance of doubt, a body that has qualified as a recognised professional body pursuant to the criteria set out in Rule 2(1) above and whose membership subsequently falls below 25,000 members shall remain a recognised professional body for the purposes of section 1032(2).
          (3) Nothing in these Rules shall prevent the Board from prescribing other recognised professional bodies for the purposes of section 1032(2) of the Regulations.

      • Companies Regulations (Recognised Professional Body) Rules 2015

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        • COMPANIES REGULATIONS (RECOGNISED PROFESSIONAL BODY) RULES 2015

      • Companies Regulations (Reduction of Share Capital) Rules 2017

        Date of Adoption: 26 June 2017

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

        • 1. Citation commencement and interpretation

          (1) These Rules may be cited as the Companies Regulations (Reduction of Share Capital) Rule 2017.
          (2) These Rules shall come into force on the date of their publication.
          (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
          (4) Terms used in these Rules which are defined in the Companies Regulations shall have the meanings given to them in the Regulations.
          (5) Unless the context otherwise requires —
          (a) references to sections are to sections of the Companies Regulations,
          (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
          (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

        • 2. Solvency Statement

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

        • 3. Unlimited company

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

        • 4. Private company limited by shares

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

        • 5. Limited company having a share capital

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

        • 6. Miscellaneous provisions

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

      • Companies Regulations (Reduction of Share Capital) Rules 2017

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