• CHAPTER 17 CHAPTER 17 THE REGISTRAR OF COMPANIES

    • 54. Provisions of general application

      (1) The application to LLPs by the following regulations of certain provisions of Part 31 of the Companies Regulations 2015 is without prejudice to the application in relation to LLPs of the provisions of that Part that are of general application.
      (2) Those provisions are — sections 935 to 938 (the Registrar), sections 942 to 945 (delivery of documents to the Registrar), sections 946 to 950 (requirements for proper delivery), sections 954(1), 954(4), 954(5) and 966 (keeping and production of records), section 957 (preservation of original documents), sections 980 to 982 (language requirements: transliteration), sections 983 and 986 to 989 (supplementary provisions).

    • 55. 55. Certificates of incorporation

      Sections 939 and 940 apply to LLPs, modified so that they read as follows —

      • 939. Public notice of issue of certificate of incorporation

        (1) The Registrar must cause to be published —
        (a) on its website, or
        (b) in accordance with section 988 (alternative means of giving public notice),
        notice of the issue by the Registrar of any certificate of incorporation of a LLP.
        (2) The notice must state the name and registered number of the LLP and the date of issue of the certificate.
        (3) This section applies to a certificate of incorporation issued under —
        (a) section 67 (change of name), or
        (b) any provision of Part 7 (re-registration),
        as well as to the certificate issued on a LLP's formation.

      • 940. Right to certificate of incorporation

        Any person may require the Registrar to provide it with a copy of any certificate of incorporation of a LLP, signed by the Registrar or authenticated by the Registrar's seal."

    • 56. 56. Registered numbers

      Section 941 applies to LLPs, modified so that it reads as follows —

      • 941. LLP's registered numbers

        (1) The Registrar shall allocate to every LLP a number, which shall be known as the LLP's registered number.
        (2) LLP's registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the Registrar may determine.
        (3) The Registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.
        (4) A change of a LLP's registered number has effect from the date on which the LLP is notified by the Registrar of the change.
        (5) For a period of three years beginning with that date any requirement to disclose the LLP's registered number imposed by rules under section 70 (requirement to disclose LLP name etc.) is satisfied by the use of either the old number or the new."

    • 57. 57. Public notice of receipt of certain documents

      Sections 951 to 953 apply to LLPs, modified so that they read as follows —

      • 951. Public notice of receipt of certain documents

        (1) The Registrar must cause to be published —
        (a) on its website, or
        (b) in accordance with section 988 (alternative means of giving public notice), notice of the receipt by the Registrar of any document that, on receipt, is subject to the enhanced disclosure requirements (see section 952).
        (2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt.
        (3) The Registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the LLP to which the document relates.

      • 952. Documents subject to enhanced disclosure requirements

        (1) The documents subject to the "enhanced disclosure requirements" are as follows.
        (2) In the case of every LLP —
        Constitutional documents
        1. The LLP's incorporation document.
        2. Any notice delivered under section 8(4) of the Limited Liability Partnerships Regulations 2015.
        3. Any notice of a change of the LLP's name.
        Registered office
        1. Notification of any change of the LLP's registered office.
        Winding up
        1. Copy of any winding up order in respect of the LLP.
        2. Notice of the appointment of liquidators.
        3. Order for the dissolution of a LLP on a winding up.
        4. Return by a liquidator of the final meeting of a LLP on a winding up.
        Members
        1. Notification of any change among the LLP's members.
        2. Notification of any change in the particulars of members required to be delivered to the Registrar.
        Accounts, reports and returns
        1. All documents required to be delivered to the Registrar under section 415 (duty to file accounts and reports with the Registrar).
        2. All documents delivered to the Registrar under sections 385(2)(e), 425(2)(e) and 454(2)(e) (qualifying subsidiary companies: conditions for exemption from the audit, preparation and filing of individual accounts).
        3. The LLP's annual return.

      • 953. Effect of failure to give public notice

        (1) A LLP is not entitled to rely against other persons on the happening of any event to which this section applies unless —
        (a) the event has been officially notified at the material time, or
        (b) the LLP shows that the person concerned knew of the event at the material time.
        (2) The events to which this section applies are —
        (a) (as regards service of any document on the LLP) a change of the LLP's registered office,
        (b) the making of a winding up order in respect of the LLP, or
        (c) the appointment of a liquidator in a voluntary winding up of the LLP.
        (3) If the material time falls —
        (a) on or before the 15th day after the date of official notification, or
        (b) where the 15th day was not a working day, on or before the next day that was,
        the LLP is not entitled to rely on the happening of the event as against a person who shows that he was unavoidably prevented from knowing of the event at that time.
        (4) "Official notification" means —
        (a) in relation to anything started in a document specified in, notification of that document in accordance with section 951, (public notice of receipt by Registrar of certain documents) of the amendment and the amended text of the articles,
        (b) in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with the Insolvency Regulations 2015."

    • 58. 58. The register

      Sections 955 to 956 and 958 apply to LLPs, modified so that they read as follows —

      • 955. Annotation of the register

        (1) The Registrar must place a note in the register recording —
        (a) the date on which a document is delivered to the Registrar,
        (b) if a document is corrected under section 949, the nature and date of the correction,
        (c) if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement,
        (d) if material is removed —
        (i) what was removed (giving a general description of its contents),
        (ii) under what power, and
        (iii) the date on which that was done,
        (e) if a document is rectified under section 838, the nature and date of rectification,
        (f) if a document is replaced under section 839, the fact that it has been replaced and the date of delivery of the replacement.
        (2) The Registrar may annotate the register in such other circumstances and manners as it may decide in rules made by it under this section.
        (3) No annotation is required in the case of a document that by virtue of section 946(2) (documents not meeting requirements for proper delivery) is treated as not having been delivered.
        (4) A note may be removed if it no longer serves any useful purpose.
        (5) Any duty or power of the Registrar with respect to annotation of the register is subject to the Court's power under section 972 (powers of Court on ordering removal of material from the register) to direct —
        (a) that a note be removed from the register, or
        (b) that no note shall be made of the removal of material that is the subject of the Court's order.
        (6) Notes placed in the register in accordance with subsection (1), or in pursuance of an rules made under subsection (2), are part of the register for all purposes of the Companies Regulations.

      • 956. Allocation of unique identifiers

        (1) The Registrar may make rules for the use, in connection with the register, of reference numbers ("unique identifiers") to identify each person who is a member of an LLP.
        (2) The rules may —
        (a) provide that a unique identifier may in such form, consisting of one or more sequences of letters or numbers, as the Registrar may from time to time determine,
        (b) make provision for the allocation of unique identifiers by the Registrar,
        (c) require there to be included, in any specified description of documents delivered to the Registrar, as well as a statement of the person's name —
        (i) a statement of the person's unique identifier, or
        (ii) a statement that the person has not been allocated a unique identifier,
        (d) enable the Registrar to take steps where a person appears to have more than one unique identifier to discontinue the use of all but one of them.
        (3) The rules may make different provision for different descriptions of person and different descriptions of document."

      • 958. Records relating to LLP's that have been dissolved etc

        (1) This section applies where a LLP is dissolved.
        (2) At any time after two years from the date on which it appears to the Registrar that the LLP has been dissolved, the Registrar may direct that records relating to the LLP or institution may be removed to such place as is directed by the Board, or otherwise destroyed."

    • 59. 59. Inspection etc of the register

      Sections 959 to 965 apply to LLPs, modified so that they read as follows —

      • 959. Inspection of the register

        (1) Any person may inspect the register.
        (2) This section has effect subject to section 961 (material not available for public inspection).

      • 960. Right to copy of material on the register

        (1) Any person may require a copy of any publicly available material on the register.
        (2) The fee for any such copy of material derived from a document subject to the enhanced disclosure requirements (see section 952), whether in hard copy or electronic form, must not exceed the administrative cost of providing it.
        (3) This section has effect subject to section 961 (material not available for public inspection).

      • 961. Material not available for public inspection

        (1) The following material must not be made available by the Registrar for public inspection —
        (a) protected information within section 228(1) (members' residential addresses: restriction on disclosure by Registrar),
        (b) representations received by the Registrar in response to a notice under section 235(2) (notice of proposal to put members' usual residential address on the public record),
        (c) any application to the Registrar under section 889 (application for administrative restoration to the register) that has not yet been determined or was not successful,
        (d) any document received by the Registrar in connection with the giving or withdrawal of consent under section 949 (informal correction of documents),
        (e) any application or other document delivered to the Registrar under section 962 (application to make address unavailable for public inspection) and any address in respect of which such an application is successful,
        (f) any application or other document delivered to the Registrar under section 970 (application for rectification of register),
        (g) any Court order under section 971 (rectification of the register under Court order) that the Court has directed under section 972 (powers of Court on ordering removal of material from the register) is not to be made available for public inspection,
        (h) any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone,
        (i) any other material excluded from public inspection by or under any other law or regulation applicable in the Abu Dhabi Global Market.
        (2) A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies
        (3) Material to which this section applies need not be retained by the Registrar for longer than appears to the Registrar reasonably necessary for the purposes for which the material was delivered to the Registrar.

      • 962. Application to Registrar to make address unavailable for public inspection

        (1) The Registrar may make rules which provide for the Registrar, on application, to make an address on the register unavailable for public inspection.
        (2) The rules may make provision as to —
        (a) who may make an application,
        (b) the grounds on which an application may be made,
        (c) the information to be included in and documents to accompany an application,
        (d) the notice to be given of an application and of its outcome, and
        (e) how an application is to be determined.
        (3) Provision under subsection (2)(e) may in particular —
        (a) confer a discretion on the Registrar,
        (b) provide for a question to be referred to a person other than the Registrar for the purposes of determining the application.
        (4) An application must specify the address to be removed from the register and indicate where on the register it is.
        (5) The rules may provide —
        (a) that an address is not to be made unavailable for public inspection under this section unless replaced by a service address, and
        (b) that in such a case the application must specify a service address.

      • 963. Form of application for inspection or copy

        (1) The Registrar may specify the form and manner in which application is to be made for —
        (a) inspection under section 959, or
        (b) a copy under section 960.

      • 964. Form and manner in which copies to be provided

        (1) The following provisions apply as regards the form and manner in which copies are to be provided under section 960.
        (2) Copies of documents subject to the enhanced disclosure requirements must be provided in hard copy or electronic form, as the applicant chooses.
        (3) Subject to the preceding provisions of this section, the Registrar may determine the form and manner in which copies are to be provided.

      • 965. Certification of copies as accurate

        (1) Copies provided under section 960 in hard copy form must be certified as true copies unless the applicant dispenses with such certification.
        (2) Copies so provided in electronic form must not be certified as true copies unless the applicant expressly requests such certification.
        (3) A copy provided under section 960, certified by the Registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence —
        (a) as of equal validity with the original document, and
        (b) as evidence of any fact stated in the original document of which direct oral evidence would be admissible.
        (4) Except in the case of documents that are subject to the enhanced disclosure requirements (see section 952), copies provided by the Registrar may, instead of being certified in writing to be an accurate record, be sealed with the Registrar's official seal."

    • 60. 60. Correction or removal of material on the register

      Sections 968 to 973 apply to LLPs, modified so that they read as follows —

      • 968. Registrar's notice to resolve inconsistency on the register

        (1) Where it appears to the Registrar that the information contained in a document delivered to the Registrar is inconsistent with other information on the register, the Registrar may give notice to the LLP to which the document relates —
        (a) stating in what respects the information contained in it appears to be inconsistent with other information on the register, and
        (b) requiring the LLP to take steps to resolve the inconsistency.
        (2) The notice must —
        (a) state the date on which it is issued, and
        (b) require the delivery to the Registrar, within 14 days after that date, of such replacement or additional documents as may be required to resolve the inconsistency.
        (3) If the necessary documents are not delivered within the period specified, contravention of the Companies Regulations is committed by —
        (a) the LLP, and
        (b) every designated member of the LLP who is in default.
        (4) A person who commits the contravention referred to subsection (3) is liable to a level 2 fine.

      • 969. Administrative removal of material from the register

        (1) The Registrar may remove from the register anything that there was power, but no duty, to include.
        (2) This power is exercisable, in particular, so as to remove —
        (a) unnecessary material within the meaning of section 948, and
        (b) material derived from a document that has been replaced under —

        section 950 (replacement of document not meeting requirements for proper delivery),

        or

        section 968 (notice to remedy inconsistency on the register).
        (3) This section does not authorise the removal from the register of —
        (a) anything whose registration has had legal consequences in relation to the LLP as regards —
        (i) its formation,
        (ii) a change of name,
        (iii) its re-registration,
        (iv) a change of registered office,
        (v) the registration of a charge, or
        (vi) its dissolution,
        (b) an address that is a person's service address for the purposes of section 1000 (service of documents on members).
        (4) On or before removing any material under this section (otherwise than at the request of the LLP) the Registrar must give notice —
        (a) to the person by whom the material was delivered (if the identity, and name and address of that person are known), or
        (b) to the LLP to which the material relates (if notice cannot be given under paragraph (a) and the identity of that LLP is known).
        (5) The notice must —
        (a) state what material the Registrar proposes to remove, or has removed, and on what grounds, and
        (b) state the date on which it is issued.

      • 970. Rectification of register on application to Registrar

        (1) The Registrar may make rules providing for the Registrar, on application, to remove from the register material of a description specified in the rules that —
        (a) derives from anything invalid or ineffective or that was done without the authority of the LLP, or
        (b) is factually inaccurate, or is derived from something that is factually inaccurate or forged.
        (2) The rules may make provision as to —
        (a) who may make an application,
        (b) the information to be included in and documents to accompany an application,
        (c) the notice to be given of an application and of its outcome,
        (d) a period in which objections to an application may be made, and
        (e) how an application is to be determined.
        (3) An application must —
        (a) specify what is to be removed from the register and indicate where on the register it is, and
        (b) be accompanied by a statement that the material specified in the application complies with this section and the rules.
        (4) If no objections are made to the application, the Registrar may accept the statement as sufficient evidence that the material specified in the application should be removed from the register.
        (5) Where anything is removed from the register under this section the registration of which had legal consequences as mentioned in section 969(3), any person appearing to orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

      • 971. Rectification of the register under Court order

        (1) The Registrar shall remove from the register any material —
        (a) that derives from anything that the Court has declared to be invalid or ineffective, or to have been done without the authority of the LLP, or
        (b) that a Court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged, and that the Court directs should be removed from the register.
        (2) The Court order must specify what is to be removed from the register and indicate where on the register it is.
        (3) The Court must not make an order for the removal from the register of anything the registration of which had legal consequences as mentioned in section 969(3) unless satisfied —
        (a) that the presence of the material on the register has caused, or may cause, damage to the LLP, and
        (b) that the LLP's interest in removing the material outweighs any interest of other persons in the material continuing to appear on the register.
        (4) Where in such a case the Court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.
        (5) A copy of the Court's order must be sent to the Registrar for registration.
        (6) This section does not apply where the Court has other, specific, powers to deal with the matter, for example under —
        (a) the provisions of Part 14 relating to the revision of defective accounts and reports, or
        (b) section 803 (rectification of register).

      • 972. Powers of Court on ordering removal of material from the register

        (1) Where the Court makes an order for the removal of anything from the register under section 971 (rectification of the register), it may give directions under this section.
        (2) It may direct that any note on the register that is related to the material that is the subject of the Court's order shall be removed from the register.
        (3) It may direct that its order shall not be available for public inspection as part of the register.
        (4) It may direct —
        (a) that no note shall be made on the register as a result of its order, or
        (b) that any such note shall be restricted to such matters as may be specified by the Court.
        (5) The Court shall not give any direction under this section unless it is satisfied —
        (a) that —
        (i) the presence on the register of the note or, as the case may be, of an unrestricted note, or
        (ii) the availability for public inspection of the Court's order,
        may cause damage to the LLP, and
        (b) that the LLP's interest in non-disclosure outweighs any interest of other persons in disclosure.

      • 973. Public notice of removal of certain material from the register

        (1) The Registrar must cause to be published —
        (a) on its website, or
        (b) in accordance with section 988 (alternative means of giving public notice),
        notice of the removal from the register of any document subject to the enhanced disclosure requirements (see section 952) or of any material derived from such a document.
        (2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt."

    • 61. 61. Language requirements: translation

      Sections 977 to 979 and 981 apply to LLPs, modified so that they read as follows —

      • 977. Documents to be drawn up and delivered in English

        (1) The general rule is that all documents required to be delivered to the Registrar must be drawn up and delivered in English.
        (2) This is subject to section 978 (documents that may be drawn up and delivered in other languages).

      • 978. Documents that may be drawn up and delivered in other languages

        (1) Documents to which this section applies may be drawn up and delivered to the Registrar in a language other than English, but when delivered to the Registrar they must be accompanied by a certified translation into English.
        (2) This section applies to —
        (a) documents required to be delivered under section 394(2)(f) (LLP included in accounts of larger group: required to deliver copy of group accounts),
        (b) certified copies delivered under Part 24 (LLP charges),
        (c) documents of any other description specified in rules made by the Board.

      • 979. Certified translations

        (1) In this Part a "certified translation" means a translation certified to be a correct translation.
        (2) In the case of any discrepancy between the original language version of a document and a certified translation —
        (a) the LLP may not rely on the translation as against a third party, but
        (b) a third party may rely on the translation unless the LLP shows that the third party had knowledge of the original.
        (3) A "third party" means a person other than the LLP or the Registrar."

      • 981. Transliteration of names and addresses: voluntary transliteration into Roman characters

        (4) Where a name or address is or has been delivered to the Registrar in a permitted form using Arabic, or another form other than Roman characters, the LLP (or other body) to which the document relates shall deliver to the Registrar a transliteration into Roman characters.
        (5) The power of the Registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the transliteration in a form and manner enabling it to be associated with the original."

    • 62. 62. Supplementary provisions

      Sections 984 and 985 apply to LLPs, modified so that they read as follows —

      • 984. General false statement contravention

        (1) It is a contravention of the Companies Regulations for a person knowingly or recklessly —
        (a) to deliver or cause to be delivered to the Registrar, for any purpose of the Companies Regulations, a document, or
        (b) to make to the Registrar, for any such purpose, a statement,
        that is misleading, false or deceptive in a material particular.
        (2) A person who commits the contravention referred to in subsection (1) is liable to a fine of up to level 7.

      • 985. Enforcement of LLP's filing obligations

        (1) This section applies where a LLP has made default in complying with any obligation under the Companies Regulations —
        (a) to deliver a document to the Registrar, or
        (b) to give notice to the Registrar of any matter.
        (2) The Registrar, or any member or creditor of the LLP, may give notice to the LLP requiring it to comply with the obligation.
        (3) If the LLP fails to make good the default within 14 days after service of the notice, the Registrar, or any member or creditor of the LLP, may apply to the Court for an order directing the LLP, and any specified member of it, to make good the default within a specified time.
        (4) The Court's order may provide that all costs of or incidental to the application are to be borne by the LLP or by any members of it responsible for the default.
        (5) This section does not affect the operation of any law or regulation applicable in the Abu Dhabi Global Market imposing a fine for the default."