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1059. Restriction on amendment of articles

Past version: effective from 14/06/2015 - 13/06/2015
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(1) The powers conferred by sections 19 and 20 (relating to the alteration of articles) on a company to amend its articles shall not be exercisable by a company to provide for it to be a cell company unless—
(a) the amendment is consented to by all the members of the company and all the creditors of the company, or
(b) if the consent of all the creditors of the company cannot be obtained, the amendment is authorised by a special resolution of the company and sanctioned by the Court on it being satisfied that no creditor will be materially prejudiced by the amendment.
(2) The powers conferred by sections 19 and 20 on a cell company to amend its articles shall not be exercisable by a cell company to provide for it to cease to be a cell company, or for it to convert from an incorporated cell company to a protected cell company or from a protected cell company to an incorporated cell company, unless—
(a) the amendment is consented to by all the members of the company, all the members of the each cell of the company, and all the creditors of the company and of each cell of the company, or
(b) where the consent of all the creditors of the company and of each cell of the company cannot be obtained, the amendment is authorised by a special resolution of the company and of each cell of the company, and sanctioned by the Court on it being satisfied that no such creditor will be materially prejudiced by the amendment.
(3) Where a company seeks to change its status in accordance with subsection (1) or subsection (2) the Registrar shall issue under section 12 (issue of certificate of incorporation) a certificate of incorporation that is appropriate to the amended status of the company if there is delivered to the Registrar—
(a) a copy of the special resolution that amends its constitution and its name, and
(b) evidence satisfactory to the Registrar that the requirements of subsection (1) or subsection (2), as appropriate, have been met.
(4) Where a company changes its status in accordance with subsection (1) or subsection (2) the change of status shall take effect when the Registrar issues a certificate of incorporation in accordance with subsection (3).
(5) Where a company changes its status in accordance with subsection (1) or subsection (2) the special resolution and/or other provision required under sections 19 and/or 20 for it to do so must include any change of name of the company necessary for it to comply with these Regulations.
(6) Where, in accordance with subsection (2), a protected cell company changes its status to an incorporated cell company—
(a) the Registrar shall, at the same time, issue in relation to each cell of the cell company a certificate of incorporation as if he had received an application for the creation of the cell under section 1049,
(b) the previous certificate of recognition issued to each cell of the cell company shall cease to have effect, and
(c) section 1056(12) shall apply in relation to each cell as if the cell had been transferred to the incorporated cell company under section 1056.
(7) Where, in accordance with subsection (2), an incorporated cell company changes its status to a protected cell company—
(a) the Registrar shall, at the same time, issue in relation to each cell of the cell company a certificate of recognition as if he had received an application for the creation of the cell under section 1049,
(b) the previous certificate of incorporation issued to each cell of the cell company shall cease to have effect, and
(c) section 1056(12) shall apply in relation to each cell as if the cell had been transferred to the protected cell company under section 1056.
(8) A body that is incorporated outside the Abu Dhabi Global Market may, with the approval of the Board by resolution, change its status in the manner set out in this section as part of the process of obtaining the issue of a certificate of continuance in accordance with Chapter 2 of Part 7 (continuance).
(9) A change of status of a company to which subsection (6) applies shall have effect on the issue of the certificate of continuance in accordance with section 106 (certificate of continuance within the Abu Dhabi Global Market).