• PART 10 PART 10 A COMPANY'S DIRECTORS

    • CHAPTER 1 CHAPTER 1 APPOINTMENT AND REMOVAL OF DIRECTORS

      • Requirement to have directors

        • 144. Companies required to have directors

          (1) A private company must have at least one director.
          (2) A public company must have at least two directors.

        • 145. Companies required to have at least one director who is a natural person

          A company must have at least one director who is a natural person.

        • 146. "Director"

          In these Regulations "director" includes any person occupying the position of director, by whatever name called.

        • 147. "Shadow director"

          (1) In these Regulations "shadow director", in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act.
          (2) A person is not to be regarded as a shadow director by reason only that the directors act on advice given by him in a professional capacity.
          (3) A body corporate is not to be regarded as a shadow director of any of its subsidiary companies for the purposes of—
          (a) Chapter 2 (general duties of directors),
          (b) Chapter 4 (transactions requiring members' approval), or
          (c) Chapter 6 (contract with sole member who is also a director),
          by reason only that the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.

        • 148. Direction requiring company to make appointment

          (1) If it appears to the Registrar that a company is in breach of section 144 (companies required to have directors) or section 145 (companies required to have at least one director who is a natural person) the Registrar may give the company a direction under this section.
          (2) The direction must specify—
          (a) the section of these Regulations of which the company appears to be in breach,
          (b) what the company must do in order to comply with the direction, and
          (c) the period within which it must do so.
          That period must be not less than one month or more than three months after the date on which the direction is given.
          (3) The direction must also inform the company of the consequences of failing to comply.
          (4) Where the company is in breach of sections 144 (companies required to have directors) or 145 (companies required to have at least one director who is a natural person) it must comply with the direction by—
          (a) making the necessary appointment or appointments, and
          (b) giving notice of such appointment or appointments if required under section 157 (duty to notify Registrar of changes),
          before the end of the period specified in the direction.
          (5) If the company has already made the necessary appointment or appointments (or so far as it has done so), it must comply with the direction by giving notice of it under section 157 (duty to notify Registrar of changes) before the end of the period specified in the direction.
          (6) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by—
          (a) the company, and
          (b) every officer of the company who is in default.
          For this purpose a shadow director is treated as an officer of the company.
          (7) A person who commits the contravention referred to in subsection (6) shall be liable to a fine of up to level 4.

      • Appointment

        • 149. Minimum age for natural persons for appointment as director

          (1) A natural person may not be appointed a director of a company unless he has attained the age of 18 years.
          (2) This does not affect the validity of an appointment that is not to take effect until the person appointed attains that age.
          (3) Where the office of director of a company is held by a corporation sole, or otherwise by virtue of another office, the appointment to that other office of a person who has not attained the age of 18 years is not effective also to make him a director of the company until he attains the age of 18 years.
          (4) An appointment made in contravention of this section is void.
          (5) Nothing in this section affects any liability of a person under any provision of these Regulations if he—
          (a) purports to act as director, or
          (b) acts as a shadow director,
          although he could not, by virtue of this section, be validly appointed as a director.
          (6) This section has effect subject to section 150 (power to provide for exceptions from minimum age requirement).

        • 150. Power to provide for exceptions from minimum age requirement

          (1) The Board may make rules providing for cases in which a person who has not attained the age of 18 years may be appointed a director of a company.
          (2) The rules must specify the circumstances in which, and any conditions subject to which, the appointment may be made.
          (3) If the specified circumstances cease to obtain, or any specified conditions cease to be met, a person who was appointed by virtue of the rules and who has not since attained the age of 18 years ceases to hold office.

        • 151. Appointment of directors of public company to be voted on individually

          (1) At a general meeting of a public company a motion for the appointment of two or more persons as directors of the company by a single resolution must not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it.
          (2) A resolution moved in contravention of this section is void, whether or not its being so moved was objected to at the time, but where a resolution so moved is passed, no provision for the automatic reappointment of retiring directors in default of another appointment applies.
          (3) For the purposes of this section a motion for approving a person's appointment, or for nominating a person for appointment, is treated as a motion for his appointment.
          (4) Nothing in this section applies to a resolution amending the company's articles.

        • 152. Validity of acts of directors

          (1) The acts of a person acting as a director are valid notwithstanding that it is afterwards discovered—
          (a) that there was a defect in his appointment,
          (b) that he was disqualified from holding office,
          (c) that he had ceased to hold office, and
          (d) that he was not entitled to vote on the matter in question.
          (2) This applies even if the resolution for his appointment is void under section 151 (appointment of directors of public company to be voted on individually).

        • 153. Register of directors

          (1) Every company must keep a register of its directors.
          (2) The register must contain the required particulars (see sections 154 (particulars of directors to be registered: individuals), 155 (particulars of directors to be registered: corporate directors and firms) and 156 (register of directors' residential addresses)) of each person who is a director of the company.
          (3) The register must be kept available for inspection—
          (a) at the company's registered office, or
          (b) at a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
          (4) The company must give notice to the Registrar—
          (a) of the place at which the register is kept available for inspection, and
          (b) of any change in that place,
          unless it has at all times been kept at the company's registered office.
          (5) The register must be open to the inspection—
          (a) of any member of the company without charge, and
          (b) of any other person on payment of such fee as may be prescribed.
          (6) If default is made in complying with subsection (1), (2) or (3) or if default is made for 14 days in complying with subsection (4), or if an inspection required under subsection (5) is refused, a contravention of these Regulations is committed by—
          (a) the company, and
          (b) every officer of the company who is in default.
          For this purpose a shadow director is treated as an officer of the company.
          (7) A person who commits the contravention referred to in subsection (6) is liable to a level 1 fine.
          (8) In the case of a refusal of inspection of the register, the Court may by order compel an immediate inspection of it.
          (9) Subsection (5)(b) shall not apply to a restricted scope company.

        • 154. Particulars of directors to be registered: individuals

          (1) A company's register of directors must contain the following particulars in the case of an individual—
          (a) name and any former name,
          (b) a service address, which must be a PO Box address for directors resident in the United Arab Emirates,
          (c) the country or state in which he is usually resident,
          (d) nationality,
          (e) business occupation (if any),
          (f) date of birth.
          (2) For the purposes of this section "name" means a person's forename and surname.
          (3) For the purposes of this section a "former name" means a name by which the individual was formerly known for business purposes. Where a person is or was formerly known by more than one such name, each of them must be stated.
          (4) It is not necessary for the register to contain particulars of a former name in the following cases—
          (a) in the case of any person, where the former name—
          (i) was changed or disused before the person attained the age of 18 years, or
          (ii) has been changed or disused for 20 years or more.
          (5) A person's service address may be stated as the company's registered office.

        • 155. Particulars of directors to be registered: corporate directors and firms

          A company's register of directors must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed—

          (a) corporate or firm name,
          (b) registered or principal office,
          (c) particulars of—
          (i) the legal form of the company or firm and the law by which it is governed, and
          (ii) if applicable, the register in which it is entered (including details of the state) and its registration number in that register.

        • 156. Register of directors' residential addresses

          (1) Every company must keep a register of directors' residential addresses.
          (2) The register must state the usual residential address of each of the company's directors.
          (3) If a director's usual residential address is the same as his service address (as stated in the company's register of directors), the register of directors' residential addresses need only contain an entry to that effect. This does not apply if his service address is stated to be "The company's registered office".
          (4) If default is made in complying with this section, a contravention of these Regulations is committed by—
          (a) the company, and
          (b) every officer of the company who is in default.
          For this purpose a shadow director is treated as an officer of the company.
          (5) A person who commits the contravention referred to in subsection (4) is liable to a level 1 fine.
          (6) This section applies only to directors who are individuals, not where the director is a body corporate or a firm that is a legal person under the law by which it is governed.

        • 157. Duty to notify Registrar of changes

          (1) A company must, within the period of 14 days from—
          (a) a person becoming or ceasing to be a director, or
          (b) the occurrence of any change in the particulars contained in its register of directors or its register of directors' residential addresses,
          give notice to the Registrar of the change and of the date on which it occurred.
          (2) Notice of a person having become a director of the company must—
          (a) contain a statement of the particulars of the new director that are required to be included in the company's register of directors and its register of directors' residential addresses, and
          (b) be accompanied by a consent, by that person, to act in that capacity.
          (3) Where—
          (a) a company gives notice of a change of a director's service address as stated in the company's register of directors, and
          (b) the notice is not accompanied by notice of any resulting change in the particulars contained in the company's register of directors' residential addresses,
          the notice must be accompanied by a statement that no such change is required.
          (4) If default is made in complying with this section, a contravention of these Regulations is committed by—
          (a) the company, and
          (b) every officer of the company who is in default.
          For this purpose a shadow director is treated as an officer of the company.
          (5) A person who commits the contravention referred to in subsection (4) is liable to a level 1 fine.

        • 158. Resolution to remove director

          (1) A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.
          (2) Special notice is required of a resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed.
          (3) A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.
          (4) A person appointed director in place of a person removed under this section is treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed a director.
          (5) This section is not to be taken—
          (a) as depriving a person removed under it of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director, or
          (b) as derogating from any power to remove a director that may exist apart from this section.

        • 159. Director's right to protest against removal

          (1) On receipt of notice of an intended resolution to remove a director under section 158, (resolution to remove director) the company must forthwith send a copy of the notice to the director concerned.
          (2) The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting.
          (3) Where notice is given of an intended resolution to remove a director under that section, and the director concerned makes with respect to it representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so—
          (a) in any notice of the resolution given to members of the company state the fact of the representations having been made, and
          (b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company).
          (4) If a copy of the representations is not sent as required by subsection (3) because received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.
          (5) Copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused.
          (6) The Court may order the company's costs on an application under subsection (5) to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.

    • CHAPTER 2 CHAPTER 2 GENERAL DUTIES OF DIRECTORS

      • Introductory

        • 160. Scope and nature of general duties

          (1) The general duties specified in sections 161 (duty to act within powers) to 167 (duty to declare interest in proposed transaction or arrangement) are owed by a director of a company to the company.
          (2) A person who ceases to be a director continues to be subject—
          (a) to the duty in section 165 (duty to avoid conflicts of interest) as regards the exploitation of any property, information or opportunity of which he became aware at a time when he was a director, and
          (b) to the duty in section 166 (duty not to accept benefits from third parties) as regards things done or omitted by him before he ceased to be a director.
          To that extent those duties apply to a former director as to a director, subject to any necessary adaptations.
          (3) The general duties are based on certain common law rules and equitable principles as they apply in relation to directors and have effect in place of those rules and principles as regards the duties owed to a company by a director.
          (4) The general duties shall be interpreted and applied in the same way as common law rules or equitable principles, and regard shall be had to the corresponding common law rules and equitable principles in interpreting and applying the general duties.
          (5) The general duties apply to shadow directors where, and to the extent that, the corresponding common law rules or equitable principles so apply.

        • 161. Duty to act within powers

          A director of a company must—

          (a) act in accordance with the company's constitution, and
          (b) only exercise powers for the purposes for which they are conferred.

        • 162. Duty to promote the success of the company

          (1) A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to—
          (a) the likely consequences of any decision in the long term,
          (b) the interests of the company's employees,
          (c) the need to foster the company's business relationships with suppliers, customers and others,
          (d) the impact of the company's operations on the community and the environment,
          (e) the desirability of the company maintaining a reputation for high standards of business conduct, and
          (f) the need to act fairly as between members of the company.
          (2) Where or to the extent that the purposes of the company consist of or include purposes other than the benefit of its members, subsection (1) has effect as if the reference to promoting the success of the company for the benefit of its members were to achieving those purposes.
          (3) The duty imposed by this section has effect subject to any rule of law applicable in the Abu Dhabi Global Market requiring directors, in certain circumstances, to consider or act in the interests of creditors of the company.

        • 163. Duty to exercise independent judgment

          (1) A director of a company must exercise independent judgment.
          (2) This duty is not infringed by his acting—
          (a) in accordance with an agreement duly entered into by the company that restricts the future exercise of discretion by its directors, or
          (b) in a way authorised by the company's constitution.

        • 164. Duty to exercise reasonable care, skill and diligence

          (1) A director of a company must exercise reasonable care, skill and diligence.
          (2) This means the care, skill and diligence that would be exercised by a reasonably diligent person with—
          (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company, and
          (b) the general knowledge, skill and experience that the director has.

        • 165. Duty to avoid conflicts of interest

          (1) A director of a company must not act on behalf of a company, or exercise any of his powers as a director, in relation to any matter in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.
          (2) This applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the company could take advantage of the property, information or opportunity).
          (3) This duty does not apply to a conflict of interest arising in relation to a transaction or arrangement with the company.
          (4) This duty is not infringed—
          (a) if the situation cannot reasonably be regarded as likely to give rise to a conflict of interest, or
          (b) if the matter has been authorised by the directors who do not have a direct or indirect interest that conflicts with the interests of the company in such matter ("non-conflicted directors"), or
          (c) if the matter is authorised by the members.
          (5) Authorisation may be given by the non-conflicted directors—
          (a) where the company is a private company and nothing in the company's constitution invalidates such authorisation, by the matter being proposed to and authorised by the non-conflicted directors, or
          (b) where the company is a public company and its constitution includes provision enabling the non-conflicted directors to authorise the matter, by the matter being proposed to and authorised by them in accordance with the constitution.
          (6) The authorisation is effective only if—
          (a) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other director with a direct or indirect interest that conflicts with the interests of the company in such matter, and
          (b) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.
          (7) Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties.

        • 166. Duty not to accept benefits from third parties

          (1) A director of a company must not accept a benefit from a third party conferred by reason of—
          (a) his being a director, or
          (b) his doing (or not doing) anything as director.
          (2) A "third party" means a person other than the company, an associated body corporate or a person acting on behalf of the company or an associated body corporate.
          (3) Benefits received by a director from a person by whom his services (as a director or otherwise) are provided to the company are not regarded as conferred by a third party.
          (4) This duty is not infringed if the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.
          (5) Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties.

        • 167. Duty to declare interest in proposed transaction or arrangement

          (1) If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, he must declare the nature and extent of that interest to the other directors.
          (2) The declaration may (but need not) be made—
          (a) at a meeting of the directors, or
          (b) by notice to the directors in accordance with—
          (i) section 173 (declaration made by notice in writing), or
          (ii) section 174 (general notice treated as sufficient declaration).
          (3) If a declaration of interest under this section proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.
          (4) Any declaration required by this section must be made before the company enters into the transaction or arrangement.
          (5) This section does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question.

          For this purpose a director is treated as being aware of matters of which he ought reasonably to be aware.
          (6) A director need not declare an interest—
          (a) if it cannot reasonably be regarded as likely to give rise to a conflict of interest,
          (b) if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware), or
          (c) if, or to the extent that, it concerns terms of his service contract that have been or are to be considered—
          (i) by a meeting of the directors, or
          (ii) by a committee of the directors appointed for the purpose under the company's constitution.

        • 168. Consequences of breach of general duties

          (1) The consequences of breach (or threatened breach) of sections 161 (duty to act within powers) to 167 (duty to declare interest in proposed transaction or arrangement) are the same as would apply if the corresponding common law rule or equitable principle applied pursuant to the laws applicable in the Abu Dhabi Global Market.
          (2) The duties in those sections, (with the exception of section 164 (duty to exercise reasonable care, skill and diligence)), are, accordingly, enforceable in the same way as any other fiduciary duty owed to a company by its directors.

        • 169. Cases within more than one of the general duties

          Except as otherwise provided, more than one of the general duties may apply in any given case.

        • 170. Consent, approval or authorisation by members

          (1) In a case where—
          (a) section 165 (duty to avoid conflicts of interest) is complied with by authorisation by the directors, or
          (b) section 167 (duty to declare interest in proposed transaction or arrangement) is complied with,
          the transaction or arrangement is not liable to be set aside by virtue of any common law rule or equitable principle requiring the consent or approval of the members of the company.

          This is without prejudice to any law or regulation applicable to the Abu Dhabi Global Market, or provision of the company's constitution, requiring such consent or approval.
          (2) The application of the general duties is not affected by the fact that the case also falls within Chapter 4 (transactions requiring approval of members), except that where either of those Chapters applies and—
          (a) approval is given under the Chapter concerned, or
          (b) the matter is one as to which it is provided that approval is not needed,
          it is not necessary also to comply with section 165 (duty to avoid conflicts of interest) or section 166 (duty not to accept benefits from third parties).
          (3) Compliance with the general duties does not remove the need for approval under any applicable provision of Chapter 4 (transactions requiring approval of members).
          (4) The general duties—
          (a) have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be a breach of duty, and
          (b) where the company's articles contain provisions for dealing with conflicts of interest, are not infringed by anything done (or omitted) by the directors, or any of them, in accordance with those provisions.
          (5) Otherwise, the general duties have effect (except as otherwise provided or the context otherwise requires) notwithstanding any rule of law applicable in the Abu Dhabi Global Market.

    • CHAPTER 3 CHAPTER 3 DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT

      • 171. Declaration of interest in existing transaction or arrangement

        (1) Where a director of a company is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the company, he must declare the nature and extent of the interest to the other directors in accordance with this section.

        This section does not apply if or to the extent that the interest has been declared under section 167 (duty to declare interest in proposed transaction or arrangement).
        (2) The declaration must be made—
        (a) at a meeting of the directors, or
        (b) by notice in writing (see section 173 (declaration made by notice in writing)), or
        (c) by general notice (see section 174 (general notice treated as sufficient declaration)).
        (3) If a declaration of interest under this section proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.
        (4) Any declaration required by this section must be made as soon as is reasonably practicable.

        Failure to comply with this requirement does not affect the underlying duty to make the declaration.
        (5) This section does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question.

        For this purpose a director is treated as being aware of matters of which he ought reasonably to be aware.
        (6) A director need not declare an interest under this section—
        (a) if it cannot reasonably be regarded as likely to give rise to a conflict of interest,
        (b) if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware), or
        (c) if, or to the extent that, it concerns terms of his service contract that have been or are to be considered—
        (i) by a meeting of the directors, or
        (ii) by a committee of the directors appointed for the purpose under the company's constitution.

      • 172. Failure to declare interest

        (1) A director who fails to comply with the requirements of section 171 (declaration of interest in existing transaction or arrangement) commits a contravention of these Regulations.
        (2) A person who commits the contravention referred to in subsection (1) shall be liable to a level 2 fine.

      • 173. Declaration made by notice in writing

        (1) This section applies to a declaration of interest made by notice in writing.
        (2) The director must send the notice to the other directors.
        (3) The notice may be sent in hard copy form or, if the recipient has agreed to receive it in electronic form, in an agreed electronic form.
        (4) The notice may be sent—
        (a) by hand or by post, or
        (b) if the recipient has agreed to receive it by electronic means, by agreed electronic means.
        (5) Where a director declares an interest by notice in writing in accordance with this section—
        (a) the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given, and
        (b) the provisions of section 272 (minutes of directors' meetings) apply as if the declaration had been made at that meeting.

      • 174. General notice treated as sufficient declaration

        (1) General notice in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates.
        (2) General notice is notice given to the directors of a company to the effect that the director—
        (a) has an interest (as member, officer, employee or otherwise) in a specified body corporate or firm and is to be regarded as interested in any transaction or arrangement that may, after the date of the notice, be made with that body corporate or firm, or
        (b) is connected with a specified person (other than a body corporate or firm) and is to be regarded as interested in any transaction or arrangement that may, after the date of the notice, be made with that person.
        (3) The notice must state the nature and extent of the director's interest in the body corporate or firm or, as the case may be, the nature of his connection with the person.
        (4) General notice is not effective unless—
        (a) it is given at a meeting of the directors, or
        (b) the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

      • 175. Declaration of interest in case of company with sole director

        (1) Where a declaration of interest under section 171 (declaration of interest in existing transaction or arrangement) is required of a sole director of a company that is required to have more than one director—
        (a) the declaration must be recorded in writing,
        (b) the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given, and
        (c) the provisions of section 272 (minutes of directors' meetings) apply as if the declaration had been made at that meeting.
        (2) Nothing in this section affects the operation of section 218 (contract with sole member who is also a director).

      • 176. Declaration of interest in existing transaction by shadow director

        (1) The provisions of this Chapter relating to the duty under section 171 (declaration of interest in existing transaction or arrangement) apply to a shadow director as to a director, but with the following adaptations.
        (2) Subsection (2)(a) at section 171 (declaration of interest in existing transaction or arrangement) does not apply.
        (3) In section 174 (general notice treated as sufficient declaration), subsection (4) (notice to be given at or brought up and read at meeting of directors) does not apply.
        (4) General notice by a shadow director is not effective unless given by notice in writing in accordance with section 173 (declaration made by notice in writing).

    • CHAPTER 4 CHAPTER 4 TRANSACTIONS WITH DIRECTORS REQUIRING APPROVAL OF MEMBERS

      • Service contracts

        • 177. Directors' long-term service contracts: requirement of members' approval

          (1) This section applies to provision under which the guaranteed term of a director's employment—
          (a) with the company of which he is a director, or
          (b) where he is the director of a holding company, within the group consisting of that company and its subsidiaries,
          is, or may be, longer than two years.
          (2) A company may not agree to such provision unless it has been approved—
          (a) by resolution of the members of the company, and
          (b) in the case of a director of a holding company, by resolution of the members of that company.
          (3) The guaranteed term of a director's employment is—
          (a) the period (if any) during which the director's employment—
          (i) is to continue, or may be continued otherwise than at the instance of the company (whether under the original agreement or under a new agreement entered into in pursuance of it), and
          (ii) cannot be terminated by the company by notice, or can be so terminated only in specified circumstances, or
          (b) in the case of employment terminable by the company by notice, the period of notice required to be given,
          or, in the case of employment having a period within subsection(3)(a) and a period within subsection (3)(b), the aggregate of those periods.
          (4) If more than six months before the end of the guaranteed term of a director's employment the company enters into a further service contract (otherwise than in pursuance of a right conferred, by or under the original contract, on the other party to it), this section applies as if there were added to the guaranteed term of the new contract the unexpired period of the guaranteed term of the original contract.
          (5) A resolution approving provision to which this section applies must not be passed unless a memorandum setting out the proposed contract incorporating the provision is made available to members—
          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
          (ii) at the meeting itself.
          (6) No approval is required under this section on the part of the members of a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market,
          (b) is a wholly-owned subsidiary of another body corporate, or
          (c) is a restricted scope company.
          (7) In this section "employment" means any employment under a director's service contract.

        • 178. Directors' long-term service contracts: consequences of contravention

          If a company agrees to provision in contravention of section 177 (directors' long-term service contracts)—

          (a) the provision is void, to the extent of the contravention, and
          (b) the contract is deemed to contain a term entitling the company to terminate it at any time by the giving of reasonable notice.

      • Substantial property transactions

        • 179. Substantial property transactions: requirement of members' approval

          (1) A company may not enter into an arrangement under which—
          (a) a director of the company or of its holding company, or a person connected with such a director, acquires or is to acquire from the company (directly or indirectly) a substantial non-cash asset, or
          (b) the company acquires or is to acquire a substantial non-cash asset (directly or indirectly) from such a director or a person so connected,
          unless the arrangement has been approved by a resolution of the members of the company or is conditional on such approval being obtained.

          For the meaning of "substantial non-cash asset" see section 180 (meaning of substantial).
          (2) If the director or connected person is a director of the company's holding company or a person connected with such a director, the arrangement must also have been approved by a resolution of the members of the holding company or be conditional on such approval being obtained.
          (3) A company shall not be subject to any liability by reason of a failure to obtain approval required by this section.
          (4) No approval is required under this section on the part of the members of a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market,
          (b) is a wholly-owned subsidiary of another body corporate, or
          (c) is a restricted scope company.
          (5) For the purposes of this section—
          (a) an arrangement involving more than one non-cash asset, or
          (b) an arrangement that is one of a series involving non-cash assets,
          shall be treated as if they involved a non-cash asset of a value equal to the aggregate value of all the non-cash assets involved in the arrangement or, as the case may be, the series.
          (6) This section does not apply to a transaction so far as it relates—
          (a) to anything to which a director of a company is entitled under his service contract, or
          (b) to payment for loss of office as defined in section 203 (payments for loss of office).

        • 180. Meaning of "substantial"

          (1) This section explains what is meant in section 179 (substantial property transactions) by a "substantial non-cash asset".
          (2) An asset is a substantial asset in relation to a company if its value—
          (a) exceeds 10% of the company's asset value and is more than 5,000 US dollars, or
          (b) exceeds 100,000 US dollars.
          (3) For this purpose a company's "asset value" at any time is—
          (a) the value of the company's net assets determined by reference to its most recent statutory accounts, or
          (b) if no statutory accounts have been prepared or are required to be prepared, the amount of the company's called-up share capital.
          (4) A company's "statutory accounts" means its annual accounts prepared in accordance with Part 14, and its "most recent" statutory accounts means those in relation to which the time for sending them out to members (see section 406 (time allowed for sending out copies of accounts and reports)) is most recent.
          (5) Whether an asset is a substantial asset shall be determined as at the time the arrangement is entered into.

        • 181. Exception for transactions with members or other group companies

          Approval is not required under section 179 (substantial property transactions)—

          (a) for a transaction between a company and a person in his character as a member of that company, or
          (b) for a transaction between—
          (i) a holding company and its wholly-owned subsidiary, or
          (ii) two wholly-owned subsidiaries of the same holding company.

        • 182. Exception in case of company in winding up or administration

          (1) This section applies to a company—
          (a) that is being wound up (unless the winding up is a members' voluntary winding up), or
          (b) that is in administration within the meaning of the Insolvency Regulations 2015.
          (2) Approval is not required under section 179 (substantial property transactions)—
          (a) on the part of the members of a company to which this section applies, or
          (b) for an arrangement entered into by a company to which this section applies.

        • 183. Exception for transactions on recognised investment exchange

          (1) Approval is not required under section 179 (substantial property transactions) for a transaction on a recognised investment exchange effected by a director, or a person connected with him, through the agency of a person who in relation to the transaction acts as an independent broker.
          (2) For this purpose "independent broker" means a person who, independently of the director or any person connected with him, selects the person with whom the transaction is to be effected.

        • 184. Property transactions: consequences of contravention

          (1) This section applies where a company enters into an arrangement in contravention of section 179 (substantial property transactions).
          (2) The arrangement, and any transaction entered into in pursuance of the arrangement (whether by the company or any other person), is voidable at the instance of the company, unless—
          (a) restitution of any money or other asset that was the subject matter of the arrangement or transaction is no longer possible,
          (b) the company has been indemnified in pursuance of this section by any other persons for the loss or damage suffered by it, or
          (c) rights acquired in good faith, for value and without actual notice of the contravention by a person who is not a party to the arrangement or transaction would be affected by the avoidance.
          (3) Whether or not the arrangement or any such transaction has been avoided, each of the persons specified in subsection (4) is liable—
          (a) to account to the company for any gain that he has made directly or indirectly by the arrangement or transaction, and
          (b) (jointly and severally with any other person so liable under this section) to indemnify the company for any loss or damage resulting from the arrangement or transaction.
          (4) The persons so liable are—
          (a) any director of the company or of its holding company with whom the company entered into the arrangement in contravention of section 179 (substantial property transactions),
          (b) any person with whom the company entered into the arrangement in contravention of that section who is connected with a director of the company or of its holding company,
          (c) the director of the company or of its holding company with whom any such person is connected, and
          (d) any other director of the company who authorised the arrangement or any transaction entered into in pursuance of such an arrangement.
          (5) Subsections (3) and (4) are subject to the following two subsections.
          (6) In the case of an arrangement entered into by a company in contravention of section 179 (substantial property transactions) with a person connected with a director of the company or of its holding company, that director is not liable by virtue of subsection (4)(c) if he shows that he took all reasonable steps to secure the company's compliance with that section.
          (7) In any case—
          (a) a person so connected is not liable by virtue of subsection (4)(b), and
          (b) a director is not liable by virtue of subsection (4)(d),
          if he shows that, at the time the arrangement was entered into, he did not know the relevant circumstances constituting the contravention.
          (8) Nothing in this section shall be read as excluding the operation of any rule of law applicable in the Abu Dhabi Global Market by virtue of which the arrangement or transaction may be called in question or any liability to the company may arise.

        • 185. Property transactions: effect of subsequent affirmation

          Where a transaction or arrangement is entered into by a company in contravention of section 179 (substantial property transactions) but, within a reasonable period, it is affirmed—

          (a) in the case of a contravention of subsection (1) of that section, by resolution of the members of the company, and
          (b) in the case of a contravention of subsection (2) of that section, by resolution of the members of the holding company,

          the transaction or arrangement may no longer be avoided under section 184 (property transactions: consequences of contravention).

      • Loans, quasi-loans and credit transactions

        • 186. Loans to directors: requirement of members' approval

          (1) A company may not—
          (a) make a loan to a director of the company or of its holding company, or
          (b) give a guarantee or provide security in connection with a loan made by any person to such a director,
          unless the transaction has been approved by a resolution of the members of the company or is conditional on such approval being obtained.
          (2) If the director is a director of the company's holding company, the transaction must also have been approved by a resolution of the members of the holding company.
          (3) A resolution approving a transaction to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (4) is made available to members—
          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
          (ii) at the meeting itself.
          (4) The matters to be disclosed are—
          (a) the nature of the transaction,
          (b) the amount of the loan and the purpose for which it is required, and
          (c) the extent of the company's liability under any transaction connected with the loan.
          (5) No approval is required under this section on the part of the members of a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market,
          (b) is a wholly-owned subsidiary of another body corporate, or
          (c) is a restricted scope company.

        • 187. Quasi-loans to directors: requirement of members' approval

          (1) This section applies to a company if it is—
          (a) a public company, or
          (b) a company associated with a public company.
          (2) A company to which this section applies may not—
          (a) make a quasi-loan to a director of the company or of its holding company, or
          (b) give a guarantee or provide security in connection with a quasi-loan made by any person to such a director,
          unless the transaction has been approved by a resolution of the members of the company.
          (3) If the director is a director of the company's holding company, the transaction must also have been approved by a resolution of the members of the holding company.
          (4) A resolution approving a transaction to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (5) is made available to members—
          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
          (ii) at the meeting itself.
          (5) The matters to be disclosed are—
          (a) the nature of the transaction,
          (b) the amount of the quasi-loan and the purpose for which it is required, and
          (c) the extent of the company's liability under any transaction connected with the quasi-loan.
          (6) No approval is required under this section on the part of the members of a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market, or
          (b) is a wholly-owned subsidiary of another body corporate.
          (c) is a restricted scope company

        • 188. Meaning of "quasi-loan" and related expressions

          (1) A "quasi-loan" is a transaction under which one party ("the creditor") agrees to pay, or pays otherwise than in pursuance of an agreement, a sum for another ("the borrower") or agrees to reimburse, or reimburses otherwise than in pursuance of an agreement, expenditure incurred by another party for another ("the borrower")—
          (a) on terms that the borrower (or a person on his behalf) will reimburse the creditor, or
          (b) in circumstances giving rise to a liability on the borrower to reimburse the creditor.
          (2) Any reference to the person to whom a quasi-loan is made is a reference to the borrower.
          (3) The liabilities of the borrower under a quasi-loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower.

        • 189. Loans or quasi-loans to persons connected with directors: requirement of members' approval

          (1) This section applies to a company if it is—
          (a) a public company, or
          (b) a company associated with a public company.
          (2) A company to which this section applies may not—
          (a) make a loan or quasi-loan to a person connected with a director of the company or of its holding company, or
          (b) give a guarantee or provide security in connection with a loan or quasi-loan made by any person to a person connected with such a director,
          unless the transaction has been approved by a resolution of the members of the company.
          (3) If the connected person is a person connected with a director of the company's holding company, the transaction must also have been approved by a resolution of the members of the holding company.
          (4) A resolution approving a transaction to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (5) is made available to members—
          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
          (ii) at the meeting itself.
          (5) The matters to be disclosed are—
          (a) the nature of the transaction,
          (b) the amount of the loan or quasi-loan and the purpose for which it is required, and
          (c) the extent of the company's liability under any transaction connected with the loan or quasi-loan.
          (6) No approval is required under this section on the part of the members of a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market, or
          (b) is a wholly-owned subsidiary of another body corporate, or
          (c) is a restricted scope company.

        • 190. Credit transactions: requirement of members' approval

          (1) This section applies to a company if it is—
          (a) a public company, or
          (b) a company associated with a public company.
          (2) A company to which this section applies may not—
          (a) enter into a credit transaction as creditor for the benefit of a director of the company or of its holding company, or a person connected with such a director, or
          (b) give a guarantee or provide security in connection with a credit transaction entered into by any person for the benefit of such a director, or a person connected with such a director,
          unless the transaction (that is, the credit transaction, the giving of the guarantee or the provision of security, as the case may be) has been approved by a resolution of the members of the company.
          (3) If the director or connected person is a director of its holding company or a person connected with such a director, the transaction must also have been approved by a resolution of the members of the holding company.
          (4) A resolution approving a transaction to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (5) is made available to members—
          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
          (ii) at the meeting itself.
          (5) The matters to be disclosed are—
          (a) the nature of the transaction,
          (b) the value of the credit transaction and the purpose for which the land, goods or services sold or otherwise disposed of, leased, hired or supplied under the credit transaction are required, and
          (c) the extent of the company's liability under any transaction connected with the credit transaction.
          (6) No approval is required under this section on the part of the members of a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market,
          (b) is a wholly-owned subsidiary of another body corporate, or
          (c) is a restricted scope company.

        • 191. Meaning of "credit transaction"

          (1) A "credit transaction" is a transaction under which one party ("the creditor")—
          (a) supplies any goods or sells any land under a hire-purchase agreement or a conditional sale agreement,
          (b) leases or hires any land or goods in return for periodical payments, or
          (c) otherwise disposes of land or supplies goods or services on the understanding that payment (whether in a lump sum or instalments or by way of periodical payments or otherwise) is to be deferred.
          (2) Any reference to the person for whose benefit a credit transaction is entered into is to the person to whom goods, land or services are supplied, sold, leased, hired or otherwise disposed of under the transaction.
          (3) In this section-

          "conditional sale agreement" means an agreement for the sale of goods or land under which the purchase price or part of it is payable by instalments, and the property in the goods or land is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods or land) until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled, and

          "services" means anything other than goods or land.

        • 192. Related arrangements: requirement of members' approval

          (1) A company may not—
          (a) take part in an arrangement under which—
          (i) another person enters into a transaction that, if it had been entered into by the company, would have required approval under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions), and
          (ii) that person, in pursuance of the arrangement, obtains a benefit from the company or a body corporate associated with it, or
          (b) arrange for the assignment to it, or assumption by it, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have required such approval,
          unless the arrangement in question has been approved by a resolution of the members of the company.
          (2) If the director or connected person for whom the transaction is entered into is a director of its holding company or a person connected with such a director, the arrangement must also have been approved by a resolution of the members of the holding company.
          (3) A resolution approving an arrangement to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (4) is made available to members—
          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
          (ii) at the meeting itself.
          (4) The matters to be disclosed are—
          (a) the matters that would have to be disclosed if the company were seeking approval of the transaction to which the arrangement relates,
          (b) the nature of the arrangement, and
          (c) the extent of the company's liability under the arrangement or any transaction connected with it.
          (5) No approval is required under this section on the part of the members of a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market, or
          (b) is a wholly-owned subsidiary of another body corporate, or
          (c) is a restricted scope company.
          (6) In determining for the purposes of this section whether a transaction is one that would have required approval under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions) if it had been entered into by the company, the transaction shall be treated as having been entered into on the date of the arrangement.

        • 193. Exception for expenditure on company business

          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions) for anything done by a company—
          (a) to provide a director of the company or of its holding company, or a person connected with any such director, with funds to meet expenditure incurred or to be incurred by him—
          (i) for the purposes of the company, or
          (ii) for the purpose of enabling him properly to perform his duties as an officer of the company, or
          (b) to enable any such person to avoid incurring such expenditure.
          (2) This section does not authorise a company to enter into a transaction if the aggregate of—
          (a) the value of the transaction in question, and
          (b) the value of any other relevant transactions or arrangements,
          exceeds 50,000 US dollars.

        • 194. Exception for expenditure on defending proceedings etc.

          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions) for anything done by a company—
          (a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him—
          (i) in defending any criminal or civil proceedings, or
          (ii) in connection with an application for relief (see subsection (5)), or
          (b) to enable any such director to avoid incurring such expenditure,
          if it is done on the following terms.
          (2) The terms are—
          (a) that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of—
          (i) the director being convicted in the proceedings,
          (ii) judgment being given against him in the proceedings, or
          (iii) the Court refusing to grant him relief on the application, and
          (b) that it is to be so repaid or discharged not later than—
          (i) the date when the conviction becomes final,
          (ii) the date when the judgment becomes final, or
          (iii) the date when the refusal of relief becomes final.
          (3) For this purpose a conviction, judgment or refusal of relief becomes final—
          (a) if not appealed against, at the end of the period for bringing an appeal,
          (b) if appealed against, when the appeal (or any further appeal) is disposed of.
          (4) An appeal is disposed of—
          (a) if it is determined and the period for bringing any further appeal has ended, or
          (b) if it is abandoned or otherwise ceases to have effect.
          (5) The reference in subsection (1)(a)(ii) to an application for relief is to an application for relief under section 601(3) or (4)(liability of others where nominee fails to make payment in respect of shares).

        • 195. Exception for expenditure in connection with regulatory action or investigation

          Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions) for anything done by a company—

          (a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him in defending himself—
          (i) in an investigation by a regulatory authority, or
          (ii) against action proposed to be taken by a regulatory authority,
          in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or
          (b) to enable any such director to avoid incurring such expenditure.

        • 196. Exceptions for minor and business transactions

          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors) or 189 (loans or quasi-loans to persons connected with directors) for a company to make a loan or quasi-loan, or to give a guarantee or provide security in connection with a loan or quasi-loan, if the aggregate of—
          (a) the value of the transaction, and
          (b) the value of any other relevant transactions or arrangements,
          does not exceed 10,000 US dollars.
          (2) Approval is not required under section 190 (credit transactions) for a company to enter into a credit transaction, or to give a guarantee or provide security in connection with a credit transaction, if the aggregate of—
          (a) the value of the transaction (that is, of the credit transaction, guarantee or security), and
          (b) the value of any other relevant transactions or arrangements,
          does not exceed 15,000 US dollars.
          (3) Approval is not required under section 190 (credit transactions) for a company to enter into a credit transaction, or to give a guarantee or provide security in connection with a credit transaction, if—
          (a) the transaction is entered into by the company in the ordinary course of the company's business, and
          (b) the value of the transaction is not greater, and the terms on which it is entered into are not more favourable, than it is reasonable to expect the company would have offered to, or in respect of, a person of the same financial standing but unconnected with the company.

        • 197. Exceptions for intra-group transactions

          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors) or 189 (loans or quasi-loans to persons connected with directors) for—
          (a) the making of a loan or quasi-loan to an associated body corporate, or
          (b) the giving of a guarantee or provision of security in connection with a loan or quasi-loan made to an associated body corporate.
          (2) Approval is not required under section 190 (credit transactions)—
          (a) to enter into a credit transaction as creditor for the benefit of an associated body corporate, or
          (b) to give a guarantee or provide security in connection with a credit transaction entered into by any person for the benefit of an associated body corporate.

        • 198. Exceptions for money-lending companies

          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors) or 189 (loans or quasi-loans to persons connected with directors) for the making of a loan or quasi-loan, or the giving of a guarantee or provision of security in connection with a loan or quasi-loan, by a money-lending company if—
          (a) the transaction (that is, the loan, quasi-loan, guarantee or security) is entered into by the company in the ordinary course of the company's business, and
          (b) the value of the transaction is not greater, and its terms are not more favourable, than it is reasonable to expect the company would have offered to a person of the same financial standing but unconnected with the company.
          (2) A "money-lending company" means a company whose ordinary business includes the making of loans or quasi-loans, or the giving of guarantees or provision of security in connection with loans or quasi-loans.
          (3) The condition specified in subsection (1)(b) does not of itself prevent a company from making a home loan—
          (a) to a director of the company or of its holding company, or
          (b) to an employee of the company,
          if loans of that description are ordinarily made by the company to its employees and the terms of the loan in question are no more favourable than those on which such loans are ordinarily made.
          (4) For the purposes of subsection (3) a "home loan" means a loan—
          (a) for the purpose of facilitating the purchase, for use as the only or main residence of the person to whom the loan is made, of the whole or part of any dwelling-house together with any land to be occupied and enjoyed with it,
          (b) for the purpose of improving a dwelling-house or part of a dwelling-house so used or any land occupied and enjoyed with it, or
          (c) in substitution for any loan made by any person and falling within subsection (4)(a) or (b).

        • 199. Other relevant transactions or arrangements

          (1) This section has effect for determining what are "other relevant transactions or arrangements" for the purposes of any exception to section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions).

          In the following provisions "the relevant exception" means the exception for the purposes of which that falls to be determined.
          (2) Other relevant transactions or arrangements are those previously entered into, or entered into at the same time as the transaction or arrangement in question in relation to which the following conditions are met.
          (3) Where the transaction or arrangement in question is entered into—
          (a) for a director of the company entering into it, or
          (b) for a person connected with such a director,
          the conditions are that the transaction or arrangement was (or is) entered into for that director, or a person connected with him, by virtue of the relevant exception by that company or by any of its subsidiaries.
          (4) Where the transaction or arrangement in question is entered into—
          (a) for a director of the holding company of the company entering into it, or
          (b) for a person connected with such a director,
          the conditions are that the transaction or arrangement was (or is) entered into for that director, or a person connected with him, by virtue of the relevant exception by the holding company or by any of its subsidiaries.
          (5) A transaction or arrangement entered into by a company that at the time it was entered into—
          (a) was a subsidiary of the company entering into the transaction or arrangement in question, or
          (b) was a subsidiary of that company's holding company,
          is not a relevant transaction or arrangement if, at the time the question arises whether the transaction or arrangement in question falls within a relevant exception, it is no longer such a subsidiary.

        • 200. The person for whom a transaction or arrangement is entered into

          For the purposes of sections 186 (loans to directors) to 202 (loans etc.: effect of subsequent affirmation) the person for whom a transaction or arrangement is entered into is—

          (a) in the case of a loan or quasi-loan, the person to whom it is made,
          (b) in the case of a credit transaction, the person to whom goods, land or services are supplied, sold, hired, leased or otherwise disposed of under the transaction,
          (c) in the case of a guarantee or security, the person for whom the transaction is made in connection with which the guarantee or security is entered into,
          (d) in the case of an arrangement within section 192 (related arrangements), the person for whom the transaction is made to which the arrangement relates.

        • 201. Loans etc.: consequences of contravention

          (1) This section applies where a company enters into a transaction or arrangement in contravention of section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors), 190 (credit transactions) or 192 (related arrangements).
          (2) The transaction or arrangement is voidable at the instance of the company, unless—
          (a) restitution of any money or other asset that was the subject matter of the transaction or arrangement is no longer possible,
          (b) the company has been indemnified for any loss or damage resulting from the transaction or arrangement, or
          (c) rights acquired in good faith, for value and without actual notice of the contravention by a person who is not a party to the transaction or arrangement would be affected by the avoidance.
          (3) Whether or not the transaction or arrangement has been avoided, each of the persons specified in subsection (4) is liable—
          (a) to account to the company for any gain that he has made directly or indirectly by the transaction or arrangement, and
          (b) (jointly and severally with any other person so liable under this section) to indemnify the company for any loss or damage resulting from the transaction or arrangement.
          (4) The persons so liable are—
          (a) any director of the company or of its holding company with whom the company entered into the transaction or arrangement in contravention of section 186 (loans to directors), 187 (quasi-loans to directors), 190 (credit transactions) or 192 (related arrangements),
          (b) any person with whom the company entered into the transaction or arrangement in contravention of any of those sections who is connected with a director of the company or of its holding company,
          (c) the director of the company or of its holding company with whom any such person is connected, and
          (d) any other director of the company who authorised the transaction or arrangement.
          (5) Subsections (3) and (4) are subject to the following two subsections.
          (6) In the case of a transaction or arrangement entered into by a company in contravention of section 189 (loans or quasi-loans to persons connected with directors), 190 (credit transactions) or 192 (related arrangements) with a person connected with a director of the company or of its holding company, that director is not liable by virtue of subsection (4)(c) if he shows that he took all reasonable steps to secure the company's compliance with the section concerned.
          (7) In any case—
          (a) a person so connected is not liable by virtue of subsection (4)(b), and
          (b) a director is not liable by virtue of subsection (4)(d),
          if he shows that, at the time the transaction or arrangement was entered into, he did not know the relevant circumstances constituting the contravention.
          (8) Nothing in this section shall be read as excluding the operation of any rule of law applicable in the Abu Dhabi Global Market by virtue of which the transaction or arrangement may be called in question or any liability to the company may arise.

        • 202. Loans etc.: effect of subsequent affirmation

          Where a transaction or arrangement is entered into by a company in contravention of section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors), 190 (credit transactions) or 192 (related arrangements) but, within a reasonable period, it is affirmed—

          (a) in the case of a contravention of the requirement for a resolution of the members of the company, by a resolution of the members of the company, and
          (b) in the case of a contravention of the requirement for a resolution of the members of the company's holding company, by a resolution of the members of the holding company,

          the transaction or arrangement may no longer be avoided under section 201 (loans etc.: consequences of contravention).

      • Payments for loss of office

        • 203. Payments for loss of office

          (1) In this Chapter a "payment for loss of office" means a payment made to a director or past director of a company—
          (a) by way of compensation for loss of office as director of the company,
          (b) by way of compensation for loss, while director of the company or in connection with his ceasing to be a director of it, of—
          (i) any other office or employment in connection with the management of the affairs of the company, or
          (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company,
          (c) as consideration for or in connection with his retirement from his office as director of the company, or
          (d) as consideration for or in connection with his retirement, while director of the company or in connection with his ceasing to be a director of it, from—
          (i) any other office or employment in connection with the management of the affairs of the company, or
          (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.
          (2) The references to compensation and consideration include benefits otherwise than in cash and references in this Chapter to payment have a corresponding meaning.
          (3) For the purposes of sections 205 (payment by company) to 209 (exception for small payments)—
          (a) payment to a person connected with a director, or
          (b) payment to any person at the direction of, or for the benefit of, a director or a person connected with him,
          is treated as payment to the director.
          (4) References in those sections to payment by a person include payment by another person at the direction of, or on behalf of, the person referred to.

        • 204. Amounts taken to be payments for loss of office

          (1) This section applies where in connection with any such transfer as is mentioned in section 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer) a director of the company—
          (a) is to cease to hold office, or
          (b) is to cease to be the holder of—
          (i) any other office or employment in connection with the management of the affairs of the company, or
          (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.
          (2) If in connection with any such transfer—
          (a) the price to be paid to the director for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of like shares, or
          (b) any valuable consideration is given to the director by a person other than the company,
          the excess or, as the case may be, the money value of the consideration is taken for the purposes of those sections to have been a payment for loss of office.

        • 205. Payment by company: requirement of members' approval

          (1) A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company.
          (2) A company may not make a payment for loss of office to a director of its holding company unless the payment has been approved by a resolution of the members of each of those companies.
          (3) A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—
          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
          (b) in the case of a resolution at a meeting, by being made available for inspection by the members both—
          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
          (ii) at the meeting itself.
          (4) No approval is required under this section on the part of the members of a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market,
          (b) is a wholly-owned subsidiary of another body corporate, or
          (c) is a restricted scope company.

        • 206. Payment in connection with transfer of undertaking etc.: requirement of members' approval

          (1) No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the payment has been approved by a resolution of the members of the company.
          (2) No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of a subsidiary of the company unless the payment has been approved by a resolution of the members of each of the companies.
          (3) A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—
          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
          (b) in the case of a resolution at a meeting, by being made available for inspection by the members both—
          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
          (ii) at the meeting itself.
          (4) No approval is required under this section on the part of the members of a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market,
          (b) is a wholly-owned subsidiary of another body corporate, or
          (c) is a restricted scope company.
          (5) A payment made in pursuance of an arrangement—
          (a) entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and
          (b) to which the company whose undertaking or property is transferred, or any person to whom the transfer is made, is privy,
          is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.

        • 207. Payment in connection with share transfer: requirement of members' approval

          (1) No payment for loss of office may be made by any person to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid unless the payment has been approved by a resolution of the relevant shareholders.
          (2) The relevant shareholders are the holders of the shares to which the bid relates and any holders of shares of the same class as any of those shares.
          (3) A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—
          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
          (b) in the case of a resolution at a meeting, by being made available for inspection by the members both—
          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
          (ii) at the meeting itself.
          (4) Neither the person making the offer, nor any associated company of his, is entitled to vote on the resolution, but—
          (a) where the resolution is proposed as a written resolution, they are entitled (if they would otherwise be so entitled) to be sent a copy of it, and
          (b) at any meeting to consider the resolution they are entitled (if they would otherwise be so entitled) to be given notice of the meeting, to attend and speak and if present (in person or by proxy) to count towards the quorum.
          (5) If at a meeting to consider the resolution a quorum is not present, and after the meeting has been adjourned to a later date a quorum is again not present, the payment is (for the purposes of this section) deemed to have been approved.
          (6) No approval is required under this section on the part of shareholders in a body corporate that—
          (a) is not a company registered in the Abu Dhabi Global Market, or
          (b) is a wholly-owned subsidiary of another body corporate, or
          (c) is a restricted scope company.
          (7) A payment made in pursuance of an arrangement—
          (a) entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and
          (b) to which the company whose shares are the subject of the bid, or any person to whom the transfer is made, is privy,
          is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.

        • 208. Exception for payments in discharge of legal obligations etc.

          (1) Approval is not required under section 205 (payment by company), 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer) for a payment made in good faith—
          (a) in discharge of an existing legal obligation (as defined below),
          (b) by way of damages for breach of such an obligation,
          (c) by way of settlement or compromise of any claim arising in connection with the termination of a person's office or employment, or
          (d) by way of pension in respect of past services.
          (2) In relation to a payment within section 205 (payment by company) an existing legal obligation means an obligation of the company, or any body corporate associated with it, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office.
          (3) In relation to a payment within section 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer) an existing legal obligation means an obligation of the person making the payment that was not entered into for the purposes of, in connection with or in consequence of, the transfer in question.
          (4) In the case of a payment within both section 205 (payment by company) and section 206 (payment in connection with transfer of undertaking etc.), or within both section 205 (payment by company) and section 207 (payment in connection with share transfer), subsection (2) above applies and not subsection (3).
          (5) A payment part of which falls within subsection (1) above and part of which does not is treated as if the parts were separate payments.

        • 209. Exception for small payments

          (1) Approval is not required under section 205 (payment by company), 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer) if—
          (a) the payment in question is made by the company or any of its subsidiaries, and
          (b) the amount or value of the payment, together with the amount or value of any other relevant payments, does not exceed 300 US dollars.
          (2) For this purpose "other relevant payments" are payments for loss of office in relation to which the following conditions are met.
          (3) Where the payment in question is one to which section 205 (payment by company) applies, the conditions are that the other payment was or is paid—
          (a) by the company making the payment in question or any of its subsidiaries,
          (b) to the director to whom that payment is made, and
          (c) in connection with the same event.
          (4) Where the payment in question is one to which section 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer), the conditions are that the other payment was (or is) paid in connection with the same transfer—
          (a) to the director to whom the payment in question was made, and
          (b) by the company making the payment or any of its subsidiaries.

        • 210. Payments made without approval: consequences

          (1) If a payment is made in contravention of section 207 (payment by company)—
          (a) it is held by the recipient on trust for the company making the payment, and
          (b) any director who authorised the payment is jointly and severally liable to indemnify the company that made the payment for any loss resulting from it.
          (2) If a payment is made in contravention of section 206 (payment in connection with transfer of undertaking etc.), it is held by the recipient on trust for the company whose undertaking or property is or is proposed to be transferred.
          (3) If a payment is made in contravention of section 207 (payment in connection with share transfer)—
          (a) it is held by the recipient on trust for persons who have sold their shares as a result of the offer made, and
          (b) the expenses incurred by the recipient in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.
          (4) If a payment is made in contravention of section 205 (payment by company) and section 206 (payment in connection with transfer of undertaking etc.), subsection (2) of this section applies rather than subsection (1).
          (5) If a payment is made in contravention of section 205 (payment by company) and section 207 (payment in connection with share transfer), subsection (3) of this section applies rather than subsection (1), unless the Court directs otherwise.

      • Supplementary

        • 211. Transactions requiring members' approval: application of provisions to shadow directors

          (1) For the purposes of—
          (a) sections 177 and 178 (directors' long-term service contracts),
          (b) sections 179 to 185 (property transactions),
          (c) sections 186 to 202 (loans etc.), and
          (d) sections 203 to 210 (payments for loss of office),
          a shadow director is treated as a director.
          (2) Any reference in those provisions to loss of office as a director does not apply in relation to loss of a person's status as a shadow director.

        • 212. Approval by written resolution: accidental failure to send memorandum

          (1) Where—
          (a) approval under this Chapter is sought by written resolution, and
          (b) a memorandum is required under this Chapter to be sent or submitted to every eligible member before the resolution is passed,
          any accidental failure to send or submit the memorandum to one or more members shall be disregarded for the purpose of determining whether the requirement has been met.

          Subsection (1) has effect subject to any provision of the company's articles.

        • 213. Cases where approval is required under more than one provision

          (1) Approval may be required under more than one provision of this Chapter.
          (2) If so, the requirements of each applicable provision must be met.
          (3) This does not require a separate resolution for the purposes of each provision.

    • CHAPTER 5 CHAPTER 5 DIRECTORS' SERVICE CONTRACTS

      • 214. Directors' service contracts

        (1) For the purposes of this Part a director's "service contract", in relation to a company, means a contract under which—
        (a) a director of the company undertakes personally to perform services (as director or otherwise) for the company, or for a subsidiary of the company, or
        (b) services (as director or otherwise) that a director of the company undertakes personally to perform are made available by a third party to the company, or to a subsidiary of the company.
        (2) The provisions of this Part relating to directors' service contracts apply to the terms of a person's appointment as a director of a company.

        They are not restricted to contracts for the performance of services outside the scope of the ordinary duties of a director.
        (3) The provisions of Chapter 5 shall not apply to a restricted scope company.

      • 215. Copy of contract or memorandum of terms to be available for inspection

        (1) A company must keep available for inspection—
        (a) a copy of every director's service contract with the company or with a subsidiary of the company, or
        (b) if the contract is not in writing, a written memorandum setting out the terms of the contract.
        (2) All the copies and memoranda must be kept available for inspection at—
        (a) the company's registered office, or
        (b) a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
        (3) The copies and memoranda must be retained by the company for at least one year from the date of termination or expiry of the contract and must be kept available for inspection during that time.
        (4) The company must give notice to the Registrar—
        (a) of the place at which the copies and memoranda are kept available for inspection, and
        (b) of any change in that place,
        unless they have at all times been kept at the company's registered office.
        (5) If default is made in complying with subsection (1), (2) or (3), or default is made for 14 days in complying with subsection (4), a contravention of these Regulations is committed by every officer of the company who is in default.
        (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 1 fine.
        (7) The provisions of this section apply to a variation of a director's service contract as they apply to the original contract.

      • 216. Right of member to inspect and request copy

        (1) Every copy or memorandum required to be kept under section 215 (copy of contract or memorandum of terms to be available for inspection) must be open to inspection by any member of the company without charge.
        (2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

        The copy must be provided within seven days after the request is received by the company.
        (3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), a contravention of these Regulations is committed by every officer of the company who is in default.
        (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.

        In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

      • 217. Directors' service contracts: application of provisions to shadow directors

        A shadow director is treated as a director for the purposes of the provisions of this Chapter.

    • CHAPTER 6 CHAPTER 6 CONTRACTS WITH SOLE MEMBERS WHO ARE DIRECTORS

      • 218. Contract with sole member who is also a director

        (1) This section applies where—
        (a) a non-restricted scope company or a public company having only one member enters into a contract with the sole member,
        (b) the sole member is also a director of the company, and
        (c) the contract is not entered into in the ordinary course of the company's business.
        (2) The company must, unless the contract is in writing, ensure that the terms of the contract are either—
        (a) set out in a written memorandum, or
        (b) recorded in the minutes of the first meeting of the directors of the company following the making of the contract.
        (3) If a company fails to comply with this section a contravention of these Regulations is committed by every officer of the company who is in default.
        (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
        (5) For the purposes of this section a shadow director is treated as a director.
        (6) Failure to comply with this section in relation to a contract does not affect the validity of the contract.
        (7) Nothing in this section shall be read as excluding the operation of any rule of law applicable in the Abu Dhabi Global Market applying to contracts between a company and a director of the company.

    • CHAPTER 7 CHAPTER 7 DIRECTORS' LIABILITIES

      • Provision protecting directors from liability

        • 219. Provisions protecting directors from liability

          (1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.
          (2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—
          (a) section 220 (provision of insurance),
          (b) section 221 (qualifying third party indemnity provision), or
          (c) section 222 (qualifying pension scheme indemnity provision).
          (3) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise.

        • 220. Provision of insurance

          Section 219(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

        • 221. Qualifying third party indemnity provision

          (1) Section 219(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.
          (2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

          Such provision is qualifying third party indemnity provision if the following requirements are met.
          (3) The provision must not provide any indemnity against—
          (a) any liability of the director to pay—
          (i) a fine imposed in criminal proceedings, or
          (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or
          (b) any liability incurred by the director—
          (i) in defending criminal proceedings in which he is convicted, or
          (ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or
          (iii) in connection with an application for relief (see subsection (6)) in which the Court refuses to grant him relief.
          (4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.
          (5) For this purpose—
          (a) a conviction, judgment or refusal of relief becomes final—
          (i) if not appealed against, at the end of the period for bringing an appeal, or
          (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of, and
          (b) an appeal is disposed of—
          (i) if it is determined and the period for bringing any further appeal has ended, or
          (ii) if it is abandoned or otherwise ceases to have effect.
          (6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 601(3) or (4)(liability of others where nominee fails to make payment in respect of shares).

        • 222. Qualifying pension scheme indemnity provision

          (1) Section 219(2)(voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.
          (2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company's activities as trustee of the scheme.

          Such provision is qualifying pension scheme indemnity provision if the following requirements are met.
          (3) The provision must not provide any indemnity against—
          (a) any liability of the director to pay—
          (i) a fine imposed in criminal proceedings, or
          (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or
          (b) any liability incurred by the director in defending criminal proceedings in which he is convicted.
          (4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.
          (5) For this purpose—
          (a) a conviction becomes final—
          (i) if not appealed against, at the end of the period for bringing an appeal, or
          (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of, and
          (b) an appeal is disposed of—
          (i) if it is determined and the period for bringing any further appeal has ended, or
          (ii) if it is abandoned or otherwise ceases to have effect.
          (6) In this section "occupational pension scheme" means a pension scheme established under a trust by an employer or employers and having or capable of having effect so as to provide benefits to or in respect of any or all of the employees of—
          (a) that employer or those employers, or
          (b) any other employer,(whether or not it also has or is capable of having effect so as to provide benefits to or in respect of other persons).
          (7) "Pension scheme" means a scheme or other arrangements, comprised in one or more instruments or agreements, having or capable of having effect so as to provide benefits to or in respect of persons—
          (a) on retirement,
          (b) on death,
          (c) on having reached a particular age,
          (d) on the onset of serious ill-health or incapacity, or
          (e) in similar circumstances.

        • 223. Copy of qualifying indemnity provision to be available for inspection

          (1) This section has effect where qualifying indemnity provision is made for a director of a company, and applies—
          (a) to the company of which he is a director (whether the provision is made by that company or an associated company), and
          (b) where the provision is made by an associated company, to that company.
          (2) That company or, as the case may be, each of them must keep available for inspection—
          (a) a copy of the qualifying indemnity provision, or
          (b) if the provision is not in writing, a written memorandum setting out its terms.
          (3) The copy or memorandum must be kept available for inspection at—
          (a) the company's registered office, or
          (b) a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
          (4) The copy or memorandum must be retained by the company for at least one year from the date of termination or expiry of the provision and must be kept available for inspection during that time.
          (5) The company must give notice to the Registrar—
          (a) of the place at which the copy or memorandum is kept available for inspection, and
          (b) of any change in that place,
          unless it has at all times been kept at the company's registered office.
          (6) If default is made in complying with subsection (2) or (3), a contravention of these Regulations is committed by every officer of the company who is in default.
          (7) A person who commits the contravention referred to in subsection (6) shall be liable to a level 2 fine.
          (8) If default is made for 14 days in complying with subsection (5), a contravention of these Regulations is committed by every officer of the company who is in default.
          (9) A person who commits the contravention referred to in subsection (8) shall be liable to a level 1 fine.
          (10) The provisions of this section apply to a variation of a qualifying indemnity provision as they apply to the original provision.
          (11) In this section "qualifying indemnity provision" means—
          (a) qualifying third party indemnity provision, and
          (b) qualifying pension scheme indemnity provision.

        • 224. Right of member to inspect and request copy

          (1) Every copy or memorandum required to be kept by a company under section 223 (copy of qualifying indemnity provision to be available for inspection) must be open to inspection by any member of the company without charge.
          (2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

          The copy must be provided within seven days after the request is received by the company.
          (3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), a contravention of these Regulations is committed by every officer of the company who is in default.
          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.
          (5) In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

      • Ratification of acts giving rise to liability

        • 225. Ratification of acts of directors

          (1) This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.
          (2) The decision of the company to ratify such conduct must be made by resolution of the members of the company.
          (3) Where the resolution is proposed as a written resolution neither the director (if a member of the company) nor any member connected with him is an eligible member.
          (4) Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him.

          This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.
          (5) For the purposes of this section—
          (a) "conduct" includes acts and omissions,
          (b) "director" includes a former director,
          (c) a shadow director is treated as a director, and
          (d) in section 274 (meaning of "connected person"), subsection (3) does not apply (exclusion of person who is himself a director).
          (6) Nothing in this section affects—
          (a) the validity of a decision taken by unanimous consent of the members of the company, or
          (b) any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.
          (7) This section does not affect any rule of law applicable in the Abu Dhabi Global Market imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.

    • CHAPTER 8 CHAPTER 8 DIRECTORS' RESIDENTIAL ADDRESSES: PROTECTION FROM DISCLOSURE

      • 226. Protected information

        (1) This Chapter makes provision for protecting, in the case of a company director who is an individual—
        (a) information as to his usual residential address, and
        (b) the information that his service address is his usual residential address.
        (2) That information is referred to in this Chapter as "protected information".
        (3) Information does not cease to be protected information on the individual ceasing to be a director of the company.

        References in this Chapter to a director include, to that extent, a former director.

      • 227. Protected information: restriction on use or disclosure by company

        (1) A company must not use or disclose protected information about any of its directors, except—
        (a) for communicating with the director concerned,
        (b) in order to comply with any requirement of these Regulations as to particulars to be sent to the Registrar,
        (c) in order to comply with any request for disclosure from the Registrar, or
        (d) in accordance with section 230 (disclosure under Court order).
        (2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the director concerned.

      • 228. Protected information: restriction on use or disclosure by Registrar

        (1) The Registrar must omit protected information from the material on the register that is available for inspection where—
        (a) it is contained in a document delivered to him in which such information is required to be stated, and
        (b) in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated.
        (2) The Registrar is not obliged—
        (a) to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or
        (b) to omit from the material that is available for public inspection anything registered before this Chapter comes into force.
        (3) The Registrar must not use or disclose protected information except—
        (a) as permitted by section 229 (permitted use or disclosure by Registrar), or
        (b) in accordance with section 230 (disclosure under Court order).

      • 229. Permitted use or disclosure by the Registrar

        (1) The Registrar may use protected information for communicating with the director in question.
        (2) The Registrar may disclose information—
        (a) to a public authority specified for the purposes of this section by rules made by the Board, or
        (b) to a credit reference agency.
        (3) The Registrar may make rules—
        (a) specifying conditions for the disclosure of protected information in accordance with this section, and
        (b) providing for the charging of fees.
        (4) The Board may make rules requiring the Registrar, on application, to refrain from disclosing protected information relating to a director to a credit reference agency.
        (5) Rules under subsection (4) 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, and
        (d) how an application is to be determined.
        (6) Provision under subsection (5)(d) 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.
        (7) In this section-

        "credit reference agency" means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose, and

        "public authority" includes any person or body having functions of a public nature.

      • 230. Disclosure under Court order

        (1) The Court may make an order for the disclosure of protected information by the company or by the Registrar if—
        (a) there is evidence that service of documents at a service address other than the director's usual residential address is not effective to bring them to the notice of the director, or
        (b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the Court,
        and the Court is otherwise satisfied that it is appropriate to make the order.
        (2) An order for disclosure by the Registrar is to be made only if the company—
        (a) does not have the director's usual residential address, or
        (b) has been dissolved.
        (3) The order may be made on the application of a liquidator, creditor or member of the company, or any other person appearing to the Court to have a sufficient interest.
        (4) The order must specify the persons to whom, and purposes for which, disclosure is authorised.

      • 231. Circumstances in which Registrar may put address on the public record

        (1) With regard to public companies and non-restricted scope companies only, the Registrar may put a director's usual residential address on the public record if—
        (a) communications sent by the Registrar to the director and requiring a response within a specified period remain unanswered,
        (b) there is evidence that service of documents at a service address provided in place of the director's usual residential address is not effective to bring them to the notice of the director, or
        (c) there is evidence that service of documents on a restricted scope company at its registered office is not effective to bring them to the notice of the director.
        (2) The Registrar must give notice of the proposal—
        (a) to the director, and
        (b) to every company of which the Registrar has been notified that the individual is a director.
        (3) The notice must—
        (a) state the grounds on which it is proposed to put the director's usual residential address on the public record, and
        (b) specify a period within which representations may be made before that is done.
        (4) It must be sent to the director at his usual residential address, unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual's notice, in which case it may be sent to any service address provided in place of that address.
        (5) The Registrar must take account of any representations received within the specified period.
        (6) What is meant by putting the address on the public record is explained in section 232 (putting the address on the public record).

      • 232. Putting the address on the public record

        (1) The Registrar, on deciding in accordance with section 231 (circumstances in which Registrar may put address on the public record) that a director's usual residential address is to be put on the public record, shall proceed as if notice of a change of registered particulars had been given—
        (a) stating that address as the director's service address, and
        (b) stating that the director's usual residential address is the same as his service address.
        (2) The Registrar must give notice of having done so—
        (a) to the director, and
        (b) to the company.
        (3) On receipt of the notice the company must—
        (a) enter the director's usual residential address in its register of directors as his service address, and
        (b) state in its register of directors' residential addresses that his usual residential address is the same as his service address.
        (4) If the company has been notified by the director in question of a more recent address as his usual residential address, it must—
        (a) enter that address in its register of directors as the director's service address, and
        (b) give notice to the Registrar as on a change of registered particulars.
        (5) If a company fails to comply with subsection (3) or (4), a contravention of these Regulations is committed by—
        (a) the company, and
        (b) every officer of the company who is in default.
        (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 2 fine.
        (7) A director whose usual residential address has been put on the public record by the Registrar under this section may not register a service address other than his usual residential address for a period of five years from the date of the Registrar's decision.

    • CHAPTER 9 CHAPTER 9 DISQUALIFICATION OF DIRECTORS

      • 233. Disqualification orders: general

        (1) In the circumstances specified below the Registrar may, and under section shall 238 (duty of Registrar to disqualify unfit directors of insolvent companies), make against a person a disqualification order that, for a period specified in the order —
        (a) he shall not be a director of a company, act as receiver of a company's property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless (in each case) he has permission to do so from the Registrar, and
        (b) he shall not act as an insolvency practitioner.
        (2) In each section of these Regulations which gives the Registrar the power or, as the case may be, imposes on him the duty to make a disqualification order, there is specified the maximum (and, in section 238 (duty of Registrar to disqualify unfit directors of insolvent companies), the minimum) period of disqualification which may or (as the case may be) must be imposed by means of the order.
        (3) Unless the Registrar otherwise specifies, the period of disqualification so imposed shall begin at the end of the period of 21 days beginning with the date of the order.
        (4) Where a disqualification order is made against a person who is already subject to such an order or to a disqualification undertaking, the periods specified in those orders or, as the case may be, in the order and the undertaking shall run concurrently.
        (5) A disqualification order may be made on grounds which are or include matters other than criminal convictions, notwithstanding that the person in respect of whom it is to be made may be criminally liable in respect of those matters.
        (6) The Registrar may make an order (a "delegation order") for the purpose of enabling functions of the Registrar under this chapter to be exercised by the Financial Services Regulator.
        (7) A delegation order has the effect of transferring to the Financial Services Regulator designated by it all functions of the Registrar under this chapter subject to such exceptions and reservations as may be specified in the order.
        (8) A delegation order may confer on the Financial Services Regulator such other functions supplementary or incidental to those transferred as appear to the Registrar to be appropriate.
        (9) A delegation order may be amended or, if it appears to the Registrar that it is no longer in the public interest that the order should remain in force, revoked by a further order under this section.
        (10) Where functions are transferred or resumed, the Registrar may by order confer or, as the case may be, take away such other functions supplementary or incidental to those transferred or resumed as appear to him to be appropriate.

      • 234. Disqualification undertakings: general

        (1) In the circumstances specified in sections 239 (disqualification order or undertaking; and reporting provisions) and 240 (disqualification of persons unfit to be directors) the Registrar may accept a disqualification undertaking, that is to say an undertaking by any person that, for a period specified in the undertaking, the person—
        (a) will not be a director of a company, act as receiver of a company's property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless (in each case) he has permission to do so from the Registrar, and
        (b) will not act as an insolvency practitioner.
        (2) The maximum period which may be specified in a disqualification undertaking is 15 years, and the minimum period which may be specified in a disqualification undertaking under section 239 (disqualification order or undertaking; and reporting provisions) is two years.
        (3) Where a disqualification undertaking by a person who is already subject to such an undertaking or to a disqualification order is accepted, the periods specified in those undertakings or (as the case may be) the undertaking and the order shall run concurrently.
        (4) In determining whether to accept a disqualification undertaking by any person, the Registrar may take account of matters other than criminal convictions, notwithstanding that the person may be criminally liable in respect of those matters.

      • 235. Disqualification on conviction of criminal offence

        (1) The Registrar may make a disqualification order against a person where he is convicted of a criminal offence in the United Arab Emirates in connection with the promotion, formation, management, liquidation or striking off of a company with the receivership of a company's property or with his being an administrative receiver of a company.
        (2) The maximum period of disqualification under this section is 15 years.

      • 236. Disqualification for persistent breaches of companies legislation

        (1) The Registrar may make a disqualification order against a person if it is satisfied that he has been persistently in default in relation to provisions of any law or regulation in the Abu Dhabi Global Market requiring any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar.
        (2) The maximum period of disqualification under this section is 15 years.

      • 237. Disqualification for fraud, etc.

        (1) The Registrar may make a disqualification order against a person if it is satisfied that he—
        (a) has been guilty of breach of section 857 (fraudulent trading), or
        (b) has otherwise committed, while an officer or liquidator of the company receiver of the company's property or administrative receiver of the company, any fraud in relation to the company or any breach of his duty as such officer, liquidator, receiver or administrative receiver.
        (2) The maximum period of disqualification under this section is 15 years.

      • 238. Duty of Registrar to disqualify unfit directors of insolvent companies

        (1) The Registrar shall make a disqualification order against a person in any case where it is satisfied—
        (a) that he is or has been a director of a company which has at any time become insolvent (whether while he was a director or subsequently), and
        (b) that his conduct as a director of that company (either taken alone or taken together with his conduct as a director of any other company or companies) makes him unfit to be concerned in the management of a company.
        (2) For the purposes of this section and section 239 (disqualification order or undertaking; and reporting provisions), a company becomes insolvent if—
        (a) the company goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up,
        (b) the company enters administration,
        (c) an administrative receiver of the company is appointed,
        and references to a person's conduct as a director of any company or companies include, where that company or any of those companies has become insolvent, that person's conduct in relation to any matter connected with or arising out of the insolvency of that company.
        (3) In this section and section 239 (disqualification order or undertaking; and reporting provisions), "director" includes a shadow director.
        (4) Under this section the minimum period of disqualification is 2 years, and the maximum period is 15 years.

      • 239. Disqualification order or undertaking; and reporting provisions

        (1) A disqualification order under section 243 (participation in wrongful trading) shall not be made after the end of the period of 2 years beginning with the day on which the company of which that person is or has been a director became insolvent.
        (2) If it appears to the Registrar that the conditions mentioned in section 234(1) (disqualification undertakings: general) are satisfied as respects any person who has offered to give a disqualification undertaking, it may accept the undertaking if it appears to the Registrar that it is expedient in the public interest that it should do so (instead of making a disqualification order).
        (3) If it appears to the office-holder responsible under this section, that is to say—
        (a) in the case of a company which is being wound up, the liquidator or provisional liquidator,
        (b) in the case of a company which is in administration, the administrator, or
        (c) in the case of a company of which there is an administrative receiver, that receiver,
        that the conditions mentioned in section 238(1) (duty of Registrar to disqualify unfit directors of insolvent companies) are satisfied as respects a person who is or has been a director of that company, the office-holder shall forthwith report the matter to the Registrar.
        (4) The Registrar may require the liquidator, provisional liquidator, administrator or administrative receiver of a company, or the former liquidator, provisional liquidator, administrator or administrative receiver of a company—
        (a) to furnish him with such information with respect to any person's conduct as a director of the company, and
        (b) to produce and permit inspection of such books, papers and other records relevant to that person's conduct as such a director,
        as the Registrar may reasonably require for the purpose of determining whether to exercise, or of exercising, any of its functions under this section.

      • 240. Disqualification of persons unfit to be directors

        (1) The Registrar may make a disqualification order against a person who is, or has been, a director or shadow director of a company, where it is satisfied that his conduct in relation to the company makes him unfit to be concerned in the management of a company and it is in the public interest to make the order.
        (2) Where it appears to the Registrar that, in the case of a person who has offered to give a disqualification undertaking—
        (a) the conduct of the person in relation to a body corporate of which the person is or has been a director or shadow director makes him unfit to be concerned in the management of a company, and
        (b) it is in the public interest that he should accept the undertaking (instead of making a disqualification order),
        it may accept the undertaking.
        (3) The maximum period of disqualification under this section is 15 years.

      • 241. Variation etc. of disqualification undertaking

        The Registrar may, on the application of a person who is subject to a disqualification undertaking—

        (a) reduce the period for which the undertaking is to be in force, or
        (b) provide for it to cease to be in force.

      • 242. Matters for determining unfitness of directors

        (1) Where it falls to the Registrar to determine whether a person's conduct as a director of any particular company or companies makes him unfit to be concerned in the management of a company, the Registrar shall, as respects his conduct as a director of that company or, as the case may be, each of those companies, have regard in particular—
        (a) to the matters mentioned in Part I of Schedule 2 to these Regulations, and
        (b) where the company has become insolvent, to the matters mentioned in Part II of that Schedule,
        and references in that Schedule to the director and the company are to be read accordingly.
        (2) In determining whether it may accept a disqualification undertaking from any person the Registrar shall, as respects the person's conduct as a director of any company concerned, have regard in particular—
        (a) to the matters mentioned in Part I of Schedule 2 to these Regulations, and
        (b) where the company has become insolvent, to the matters mentioned in Part II of that Schedule,
        and references in that Schedule to the director and the company are to be read accordingly.
        (3) Section 238(2) applies for the purposes of this section and Schedule 2 as it applies for the purposes of section 238(duty of Registrar to disqualify unfit directors of insolvent companies) and 239 (disqualification order or undertaking; and reporting provisions) and in this section and that Schedule "director" includes a shadow director.
        (4) The Board may make rules modifying any of the provisions of Schedule 2, and such rules may contain such transitional provisions as may appear to the Board to be necessary or expedient.

      • 243. Participation in wrongful trading

        (1) Where the Court makes a declaration under Part 4 (protection of assets in liquidation and administration) of the Insolvency Regulations 2015 that a person is liable to make a contribution to a company's assets, the Registrar may, if it thinks fit, make a disqualification order against the person to whom the declaration relates.
        (2) The maximum period of disqualification under this section is 15 years.

      • 244. Penalties

        If a person acts in contravention of a disqualification order or disqualification undertaking, he shall be liable to a fine of up to level 5.

      • 245. Breach by a body corporate

        (1) Where a body corporate is acts in contravention of a disqualification order or disqualification undertaking, and it is proved that the contravention occurred with the consent or connivance of, or was attributable to any neglect on the part of any director, manager, secretary or other similar officer of the body corporate, or any person who was purporting to act in any such capacity he, as well as the body corporate, commits the contravention and is liable to be proceeded against and punished accordingly.
        (2) Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the body corporate.

      • 246. Personal liability for company's debts where person acts while disqualified

        (1) A person is personally responsible for all the relevant debts of a company if at any time—
        (a) in contravention of a disqualification order or disqualification undertaking he is involved in the management of the company, or
        (b) as a person who is involved in the management of the company, he acts or is willing to act on instructions given without the permission of the Registrar by a person whom he knows at that time—
        (i) to be the subject of a disqualification order made or disqualification undertaking accepted under these Regulations, or
        (ii) to be an undischarged bankrupt.
        (2) Where a person is personally responsible under this section for the relevant debts of a company, he is jointly and severally liable in respect of those debts with the company and any other person who, whether under this section or otherwise, is so liable.
        (3) For the purposes of this section the relevant debts of a company are—
        (a) in relation to a person who is personally responsible under subsection (1)(a), such debts and other liabilities of the company as are incurred at a time when that person was involved in the management of the company, and
        (b) in relation to a person who is personally responsible under subsection(1)(b), such debts and other liabilities of the company as are incurred at a time when that person was acting or was willing to act on instructions given as mentioned in that subsection.
        (4) For the purposes of this section, a person is involved in the management of a company if he is a director of the company or if he is concerned, whether directly or indirectly, or takes part, in the management of the company.
        (5) For the purposes of this section a person who, as a person involved in the management of a company, has at any time acted on instructions given without the permission of the Registrar by a person whom he knew at that time—
        (a) to be the subject of a disqualification order made or disqualification undertaking accepted under these Regulations, or
        (b) to be an undischarged bankrupt,
        is presumed, unless the contrary is shown, to have been willing at any time thereafter to act on any instructions given by that person.

      • 247. Proposal to make disqualification order

        (1) If the Registrar proposes to make a disqualification order against a person, it must give him a warning notice.
        (2) A warning notice must state the period of disqualification under the proposed disqualification order.

      • 248. Decision notice

        (1) If the Registrar decides to make a disqualification order against a person, it must without delay give him a decision notice.
        (2) The decision notice must state the period of disqualification under the disqualification order.
        (3) If a Registrar decides to make a disqualification order against a person, that person may refer the matter to the Court.

      • 249. Statements of policy

        (1) The Registrar must prepare and issue a statement of its policy with respect to—
        (a) the making of disqualification orders under this Part; and
        (b) the acceptance of disqualification undertakings under this Part.
        (2) The Registrar may at any time alter or replace a statement issued by it under this section.
        (3) If a statement issued under this section is altered or replaced by the Registrar, the Registrar must issue the altered or replacement statement.
        (4) The Registrar must, without delay, give the Board a copy of any statement which it publishes under this section.
        (5) A statement issued under this section by the Registrar must be published by the Registrar in the way appearing to the Registrar to be best calculated to bring it to the attention of the public.
        (6) In exercising, or deciding whether to exercise its power under this Part, the Registrar must have regard to any statement published by it under this section and in force at the time when the conduct giving rise to the exercise of its power under this Part occurred.
        (7) The Registrar may charge a reasonable fee for providing a person with a copy of the statement.

      • 250. Statements of policy: procedure

        (1) Before the Registrar issues a statement under section 249 (statements of policy), the Registrar must publish a draft of the proposed statement in the way appearing to the Registrar to be best calculated to bring it to the attention of the public.
        (2) The draft must be accompanied by notice that representations about the proposal may be made to the Registrar within a specified time.
        (3) Before issuing the proposed statement, the Registrar must have regard to any representations made to it in accordance with subsection (2).
        (4) If the Registrar issues the proposed statement it must publish an account, in general terms, of—
        (a) the representations made to it in accordance with subsection (2); and
        (b) its response to them.
        (5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the Registrar, significant, the Registrar must (in addition to complying with subsection (4)) publish details of the difference.
        (6) The Registrar may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).
        (7) This section also applies to a proposal to alter or replace a statement.

      • 251. Warning notices

        (1) A warning notice must—
        (a) state the action which the Registrar proposes to take;
        (b) be in writing;
        (c) give reasons for the proposed action;
        (d) state whether section 257 (access to material) applies; and
        (e) if that section applies, describe its effect and state whether any secondary material exists to which the person receiving the notice must be allowed access under it.
        (2) A warning notice must specify a reasonable period (which may not be less than 14 days) within which the person to whom it is given may make representations to the Registrar.
        (3) The Registrar may extend the period specified in the notice.
        (4) The Registrar must then decide, within a reasonable period, whether to give the person receiving the warning notice a decision notice.

      • 252. Decision notices

        A decision notice must—

        (a) be in writing;
        (b) give the reasons of the Registrar for the decision to take the action to which the notice relates;
        (c) state whether section 257 (access to material) applies;
        (d) if that section applies, describe its effect and state whether any secondary material exists to which the person receiving the notice must be allowed access under it; and
        (e) give an indication of—
        (i) any right to have the matter referred to the Court which is given by these Regulations; and
        (ii) the procedure on such a reference.

      • 253. Notices of discontinuance

        (1) If the Registrar decides not to take—
        (a) the action proposed in a warning notice given by it, or
        (b) the action to which a decision notice given by it relates,
        it must give a notice of discontinuance to the person to whom the warning notice or decision notice was given.
        (2) A notice of discontinuance must identify the proceedings which are being discontinued.

      • 254. Appeals

        (1) A person may appeal to the Court from any decision of the Registrar to issue a decision notice to him under section 252 (decision notices).
        (2) If notice of appeal is given against a decision notice, the effect of the Registrar's notice is suspended.
        (3) On appeal the Court may (as the case may require) specify the terms of the final notice to be issued under section 255 (final notices), remit the matter to the Registrar or make any order or determination that the Registrar might have made.

      • 255. Final notices

        (1) If the Registrar has given a person a decision notice and the matter was not referred to the Court within 28 days, the Registrar must, on taking the action to which the decision notice relates, give such person and any person to whom the decision notice was copied a final notice.
        (2) If the Registrar has given a person a decision notice and the matter was referred to the Court within 28 days, the Registrar must, on taking action in accordance with any directions given by the Court give that person and any person to whom the decision notice was copied a notice required by subsection (3).
        (3) The notice required by this subsection is—
        (a) in a case where the Court has upheld an appeal against a decision notice, a discontinuation notice, and
        (b) in any other case, a final notice.
        (4) A final notice must state the period of disqualification under the disqualification order.

      • 256. Third party rights

        (1) If any of the reasons contained in a warning notice relates to a matter which—
        (a) identifies a person ("the third party") other than the person to whom the notice is given, and
        (b) in the opinion of the Registrar, is prejudicial to the third party,
        a copy of the notice must be given to the third party.
        (2) Subsection (1) does not require a copy to be given to the third party if the Registrar—
        (a) has given him a separate warning notice in relation to the same matter; or
        (b) gives him such a notice at the same time as it gives the warning notice which identifies him.
        (3) The notice copied to a third party under subsection (1) must specify a reasonable period (which may not be less than 14 days) within which he may make representations to the Registrar.
        (4) If any of the reasons contained in a decision notice to which this section applies relates to a matter which—
        (a) identifies a person ("the third party") other than the person to whom the decision notice is given, and
        (b) in the opinion of the Registrar, is prejudicial to the third party,
        a copy of the notice must be given to the third party.
        (5) If the decision notice was preceded by a warning notice, a copy of the decision notice must (unless it has been given under subsection (4)) be given to each person to whom the warning notice was copied.
        (6) Subsection (4) does not require a copy to be given to the third party if the Registrar—
        (a) has given him a separate decision notice in relation to the same matter; or
        (b) gives him such a notice at the same time as it gives the decision notice which identifies him.
        (7) Neither subsection (1) nor subsection (4) requires a copy of a notice to be given to a third party if the Registrar considers it impracticable to do so.
        (8) Subsections (9) to (11) apply if the person to whom a decision notice is given has a right to refer the matter to the Court.
        (9) A person to whom a copy of the notice is given under this section may refer to the Court—
        (a) the decision in question, so far as it is based on a reason of the kind mentioned in subsection (4); or
        (b) any opinion expressed by the Registrar in relation to him.
        (10) The copy must be accompanied by an indication of the third party's right to make a reference under subsection (9) and of the procedure on such a reference.
        (11) A person who alleges that a copy of the notice should have been given to him, but was not, may refer to the Court the alleged failure and—
        (a) the decision in question, so far as it is based on a reason of the kind mentioned in subsection (4); or
        (b) any opinion expressed by the Registrar in relation to him.
        (12) Section 257 (access to material) applies to a third party as it applies to the person to whom the notice to which this section applies was given, in so far as the material to which access must be given under that section relates to the matter which identifies the third party.
        (13) A copy of a notice given to a third party under this section must be accompanied by a description of the effect of section 257 (access to material) as it applies to him.
        (14) Any person to whom a warning notice or decision notice was copied under this section must be given a copy of a notice of discontinuance applicable to the proceedings to which the warning notice or decision notice related.

      • 257. Access to material

        (1) If the Registrar gives a person ("A") a warning notice or a decision notice, it must—
        (a) allow him access to the material on which it relied in taking the decision which gave rise to the obligation to give the notice;
        (b) allow him access to any secondary material which, in the Registrar's opinion, might undermine that decision.
        (2) But the Registrar does not have to allow A access to material under subsection (1) if the material is excluded material or it—
        (a) relates to a case involving a person other than A; and
        (b) was taken into account by the Registrar in A's case only for purposes of comparison with other cases.
        (3) The Registrar may refuse A access to particular material which it would otherwise have to allow him access to if, in its opinion, allowing him access to the material—
        (a) would not be in the public interest; or
        (b) would not be fair, having regard to—
        (i) the likely significance of the material to A in relation to the matter in respect of which he has been given a notice; and
        (ii) the potential prejudice to the commercial interests of a person other than A which would be caused by the material's disclosure.
        (4) If the Registrar does not allow A access to material because it is excluded material consisting of a protected item, it must give A written notice of—
        (a) the existence of the protected item; and
        (b) the Registrar's decision not to allow him access to it.
        (5) If the Registrar refuses under subsection (3) to allow A access to material, it must give him written notice of—
        (a) the refusal; and
        (b) the reasons for it.
        (6) "Secondary material" means material, other than material falling within subsection (1)(a) which—
        (a) was considered by the Registrar in reaching the decision mentioned in that subsection; or
        (b) was obtained by the Registrar in connection with the matter to which that notice relates but which was not considered by it in reaching that decision.
        (7) "Excluded material" means material which is a protected item (as defined in section 260 (protected items).

      • 258. The Registrar's procedures

        (1) The Registrar must determine the procedure that it proposes to follow in relation to a decision which gives rise to an obligation for it to give a warning notice or decision notice.
        (2) That procedure must be designed to secure, among other things, that a decision falling within subsection (1) is taken—
        (a) by a person not directly involved in establishing the evidence on which the decision is based, or
        (b) by 2 or more persons who include a person not directly involved in establishing that evidence.
        (3) The Registrar must issue a statement of its procedure.
        (4) The statement must be published in the way appearing to the Registrar to be best calculated to bring the statement to the attention of the public.
        (5) The Registrar may charge a reasonable fee for providing a person with a copy of the statement.
        (6) The Registrar must, without delay, give the Board a copy of the statement.
        (7) When the Registrar gives a warning notice or decision notice, the Registrar must follow its stated procedure.
        (8) If the Registrar changes its procedure in a material way, it must publish a revised statement.
        (9) The Registrar's failure in a particular case to follow its procedure as set out in the latest published statement does not affect the validity of a notice given in that case.
        (10) But subsection (9) does not prevent the Court from taking into account any such failure in considering a matter referred to it.

      • 259. Statements under section 258: consultation

        (1) Before issuing a statement of its procedure under section 258 (the Registrar's procedures), the Registrar must publish a draft of the proposed statement in the way appearing to it to be best calculated to bring the draft to the attention of the public.
        (2) The draft must be accompanied by notice that representations about the proposal may be made to the Registrar within a specified time.
        (3) Before the Registrar issues the proposed statement of its procedure, it must have regard to any representations made to it in accordance with subsection (2).
        (4) If the Registrar issues the proposed statement of its procedure, it must publish an account, in general terms, of—
        (a) the representations made to it in accordance with subsection (2); and
        (b) its response to them.
        (5) If the statement of the Registrar's procedure differs from the draft published by it under subsection (1) in a way which is, in its opinion, significant, it must (in addition to complying with subsection (4)) publish details of the difference.
        (6) The Registrar may charge a reasonable fee for providing a person with a copy of the draft published under subsection (1).
        (7) This section also applies to a proposal to revise a statement of policy.

      • 260. Protected items

        (1) A person may not be required under these Regulations to produce, disclose or permit the inspection of protected items.
        (2) "Protected items" means—
        (a) communications between a professional legal adviser and his client or any person representing his client which fall within subsection (3);
        (b) communications between a professional legal adviser, his client or any person representing his client and any other person which fall within subsection (3) (as a result of subsection(3)(b));
        (c) items which—
        (i) are enclosed with, or referred to in, such communications;
        (ii) fall within subsection (3); and
        (iii) are in the possession of a person entitled to possession of them.
        (3) A communication or item falls within this subsection if it is made—
        (a) in connection with the giving of legal advice to the client; or
        (b) in connection with, or in contemplation of, legal proceedings and for the purposes of those proceedings.
        (4) A communication or item is not a protected item if it is held with the intention of furthering a criminal purpose.

      • 261. Register of disqualification orders and undertakings

        (1) The Registrar shall maintain a register of disqualification orders made under these Regulations, and of cases in which permission is granted by the Registrar for a person subject to a disqualification order to do any thing which otherwise the order prohibits him from doing.
        (2) The Registrar must include in the register such particulars as it considers appropriate of—
        (a) disqualification undertakings accepted by him under sections 239 (disqualification order or undertaking; and reporting provisions) and 240 (disqualification of persons unfit to be directors),
        (b) cases in which permission is granted by the Registrar for a person subject to such an undertaking to do anything which otherwise the undertaking prohibits him from doing.
        (3) When an order or undertaking of which entry is made in the register ceases to be in force, the Registrar shall delete the entry from the register and all particulars relating to it which have been furnished to it under this section or any previous corresponding provision and, in the case of a disqualification undertaking, any other particulars it has included in the register.
        (4) The register shall be open to inspection on payment of such fee as may be specified by the Board in rules made under this section.

      • 262. Admissibility in evidence of statements

        In any proceedings (whether or not under these Regulations), any statement made in pursuance of a requirement imposed by or under these Regulations, or by or under rules made for the purposes of these Regulations under the Insolvency Regulations 2015, may be used in evidence against any person making or concurring in making the statement.

    • CHAPTER 10 CHAPTER 10 COMPANY DIRECTORS: NON-ABU DHABI GLOBAL MARKET DISQUALIFICATION ETC.

      • Introductory

        • 263. Persons subject to non-Abu Dhabi Global Market restrictions

          (1) This section defines what is meant by references in this Chapter to a person being subject to foreign restrictions.
          (2) A person is subject to non-Abu Dhabi Global Market restrictions if under the laws of the United Arab Emirates as applicable outside of the Abu Dhabi Global Market, or of a country or territory outside the Abu Dhabi Global Market—
          (a) he is, by reason of misconduct or unfitness, disqualified to any extent from acting in connection with the affairs of a non-ADGM company,
          (b) he is, by reason of misconduct or unfitness, required—
          (i) to obtain permission from a Court or other authority, or
          (ii) to meet any other condition,
          before acting in connection with the affairs of a non-ADGM company, or
          (c) he has, by reason of misconduct or unfitness, given undertakings to a Court or other authority of a country or territory outside the Abu Dhabi Global Market—
          (i) not to act in connection with the affairs of a non-ADGM company, or
          (ii) restricting the extent to which, or the way in which, he may do so.
          (3) The references in subsection (2) to acting in connection with the affairs of a non-ADGM company are to doing any of the following—
          (a) being a director of a company,
          (b) acting as receiver of a company's property, or
          (c) being concerned or taking part in the promotion, formation or management of a company.
          (4) In this section—
          (a) "non-ADGM company" has the meaning given to that term in section 1028 (minor definitions: general), and
          (b) in relation to such a non-ADGM company—

          "director" means the holder of an office corresponding to that of director of a company incorporated under these Regulations, and

          "receiver" includes any corresponding officer under the law of that country or territory.

      • Power to disqualify

        • 264. Disqualification of persons subject to non-Abu Dhabi Global Market restrictions

          (1) The Board may make rules disqualifying a person subject to non-Abu Dhabi Global Market restrictions from—
          (a) being a director of a company,
          (b) acting as receiver of a company's property, or
          (c) in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of a company.
          (2) The rules may provide that a person subject to non-Abu Dhabi Global Market restrictions—
          (a) is disqualified automatically by virtue of the rules, or
          (b) may be disqualified by order made by the Registrar.
          (3) The rules may provide that the Registrar may accept an undertaking (a "disqualification undertaking") from a person subject to non-Abu Dhabi Global Market restrictions that he will not do anything which would be in breach of a disqualification under subsection (1).
          (4) In this Part—
          (a) a "person disqualified under this Part" is a person—
          (i) disqualified as mentioned in subsection (2)(a) or (b), or
          (ii) who has given and is subject to a disqualification undertaking,
          (b) references to a breach of a disqualification include a breach of a disqualification undertaking.
          (5) The rules may provide for applications to the Registrar by persons disqualified under this Part for permission to act in a way which would otherwise be in breach of the disqualification.
          (6) The rules must provide that a person ceases to be disqualified under this Part on his ceasing to be subject to non-Abu Dhabi Global Market restrictions.

        • 265. Disqualification rules: supplementary

          (1) Rules made under section 264 (disqualification of persons subject to non-Abu Dhabi Global Market restrictions) may make different provision for different cases and may in particular distinguish between cases by reference to—
          (a) the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions,
          (b) the nature of the non-Abu Dhabi Global Market restrictions,
          (c) the country or territory under whose law the non-Abu Dhabi Global Market restrictions were imposed.
          (2) Rules made under section 264 (5) (provision for applications to the Registrar)—
          (a) must specify the grounds on which an application may be made,
          (b) may specify factors to which the Registrar shall have regard in determining an application.
          (3) The rules may, in particular, require the Registrar to have regard to the following factors—
          (a) whether the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions would, if done in relation to a company, have led the Registrar to make a disqualification order pursuant to law or regulation applicable in the Abu Dhabi Global Market,
          (b) in a case in which the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions would not be unlawful if done in relation to a company, the fact that the person acted unlawfully under non-Abu Dhabi Global Market law,
          (c) whether the person's activities in relation to companies began after he became subject to non-Abu Dhabi Global Market restrictions, or
          (d) whether the person's activities (or proposed activities) in relation to companies are undertaken (or are proposed to be undertaken) outside the Abu Dhabi Global Market.
          (4) Rules made under section 264(3) (provision as to undertakings given to the Registrar) may include provision allowing the Registrar, in determining whether to accept an undertaking, to take into account matters other than criminal convictions notwithstanding that the person may be liable in respect of those matters.

        • 266. Contravention of breach of disqualification

          (1) Rules made under section 264 (disqualification of persons subject to non-Abu Dhabi Global Market restrictions) may provide that a person disqualified under this Part who acts in breach of the disqualification is in contravention of these Regulations.
          (2) A person who commits the contravention referred to in subsection (1) is liable to a fine up to level 5.

      • Power to make persons liable for company's debts

        • 267. Personal liability for debts of company

          (1) The Board may make rules providing that a person who, at a time when he is subject to non-Abu Dhabi Global Market restrictions—
          (a) is a director of a company, or
          (b) is involved in the management of a company,
          is personally responsible for all debts and other liabilities of the company incurred during that time.
          (2) A person who is personally responsible by virtue of this section for debts and other liabilities of a company is jointly and severally liable in respect of those debts and liabilities with—
          (a) the company, and
          (b) any other person who (whether by virtue of this section or otherwise) is so liable.
          (3) For the purposes of this section a person is involved in the management of a company if he is concerned, whether directly or indirectly, or takes part, in the management of the company.
          (4) Rules made under this section may make different provision for different cases and may in particular distinguish between cases by reference to—
          (a) the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions,
          (b) the nature of the non-Abu Dhabi Global Market restrictions,
          (c) the country or territory under whose law the non-Abu Dhabi Global Market restrictions were imposed.

      • Power to require statements to be sent to the Registrar of companies

        • 268. Statements from persons subject to non-Abu Dhabi Global Market restrictions

          (1) The Board may make rules requiring a person who—
          (a) is subject to non-Abu Dhabi Global Market restrictions, and
          (b) is not disqualified under this Part,
          to send a statement to the Registrar if he does anything that, if done by a person disqualified under this Part, would be in breach of the disqualification.
          (2) The statement must include such information as may be specified in the rules relating to—
          (a) the person's activities in relation to companies, and
          (b) the non-Abu Dhabi Global Market restrictions to which the person is subject.
          (3) The statement must be sent to the Registrar within such period as may be specified in the rules.
          (4) The rules may make different provision for different cases and may in particular distinguish between cases by reference to—
          (a) the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions,
          (b) the nature of the non-Abu Dhabi Global Market restrictions,
          (c) the country or territory under whose law the non-Abu Dhabi Global Market restrictions were imposed.

        • 269. Statements: whether to be made public

          (1) Rules made under section 268 (statements from a person subject to non-Abu Dhabi Global Market restrictions) may provide that a statement sent to the Registrar under such rules is to be treated as a record subject to enhanced disclosure requirements for the purposes of section 952 (documents subject to enhanced disclosure requirements).
          (2) The rules may make provision as to the circumstances in which such a statement is to be, or may be—
          (a) withheld from public inspection, or
          (b) removed from the register.
          (3) The rules may, in particular, provide that a statement is not to be withheld from public inspection or removed from the register unless the person to whom it relates provides such information, and satisfies such other conditions, as may be specified.

        • 270. Contraventions

          (1) Rules made under section 268 (statements from a person subject to non-Abu Dhabi Global Market restrictions) may provide that it is a contravention o f these Regulations for a person—
          (a) to fail to comply with a requirement under the rules to send a statement to the Registrar,
          (b) knowingly or recklessly to send a statement under the rules to the Registrar that is misleading, false or deceptive in a material particular.
          (2) The rules may provide that a person who commits the contravention referred to in subsection (1)(a) is liable to a fine of up to level 5.
          (3) The rules may provide that a person who commits the contravention referred to in subsection (1)(b) is liable to a fine of up to level 8.

    • CHAPTER 11 CHAPTER 11 SUPPLEMENTARY PROVISIONS

      • Provision for employees on cessation or transfer of business

        • 271. Power to make provision for employees on cessation or transfer of business

          (1) The powers of the directors of a company include (if they would not otherwise do so) power to make provision for the benefit of persons employed or formerly employed by the company, or any of its subsidiaries, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary.
          (2) This power is exercisable notwithstanding the general duty imposed by section 162 (duty to promote the success of the company).
          (3) In the case of a company that is a charity it is exercisable notwithstanding any restrictions on the directors' powers (or the company's capacity) flowing from the objects of the company.
          (4) The power may only be exercised if sanctioned—
          (a) by a resolution of the company, or
          (b) by a resolution of the directors,
          in accordance with the following provisions.
          (5) A resolution of the directors—
          (a) must be authorised by the company's articles, and
          (b) is not sufficient sanction for payments to or for the benefit of directors, former directors or shadow directors.
          (6) Any other requirements of the company's articles as to the exercise of the power conferred by this section must be complied with.
          (7) Any payment under this section must be made—
          (a) before the commencement of any winding up of the company, and
          (b) out of profits of the company that are available for dividend.

      • Records of meetings of directors

        • 272. Minutes of directors' meetings

          (1) Every company must cause minutes of all proceedings at meetings of its directors to be recorded.
          (2) The records must be kept for at least ten years from the date of the meeting.
          (3) If a company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

        • 273. Minutes as evidence

          (1) Minutes recorded in accordance with section 272 (minutes of directors' meetings), if purporting to be authenticated by the chairman of the meeting or by the chairman of the next directors' meeting, are evidence of the proceedings at the meeting.
          (2) Where minutes have been made in accordance with that section of the proceedings of a meeting of directors, then, until the contrary is proved—
          (a) the meeting is deemed duly held and convened,
          (b) all proceedings at the meeting are deemed to have duly taken place, and
          (c) all appointments at the meeting are deemed valid.

        • 274. Persons connected with a director

          (1) This section defines what is meant by references in this Part to a person being "connected" with a director of a company (or a director being "connected" with a person).
          (2) The following persons (and only those persons) are connected with a director of a company—
          (a) members of the director's family (see section 275 (members of a director's family)),
          (b) a body corporate with which the director is connected (as defined in section 276 (director "connected with" a body corporate)),
          (c) a person acting in his capacity as trustee of a trust—
          (i) the beneficiaries of which include the director or a person who by virtue of subsection(2)(a) or (b) is connected with him, or
          (ii) the terms of which confer a power on the trustees that may be exercised for the benefit of the director or any such person,
          other than a trust for the purposes of an employees' share scheme or a pension scheme,
          (d) a person acting in his capacity as partner—
          (i) of the director, or
          (ii) of a person who, by virtue of subsection (2)(a), (b) or (c), is connected with that director,
          (e) a firm that is a legal person under the law by which it is governed and in which—
          (i) the director is a partner,
          (ii) a partner is a person who, by virtue of subsection (2)(a), (b) or (c) is connected with the director, or
          (iii) a partner is a firm in which the director is a partner or in which there is a partner who, by virtue of subsection (2)(a), (b) or (c), is connected with the director.
          (3) References in this Part to a person connected with a director of a company do not include a person who is himself a director of the company.

        • 275. Members of a director's family

          (1) This section defines what is meant by references in this Part to members of a director's family.
          (2) For the purposes of this Part the members of a director's family are—
          (a) the director's spouse,
          (b) the director's children or step-children,
          (c) the director's parents.

        • 276. Director "connected with" a body corporate

          (1) This section defines what is meant by references in this Part to a director being "connected with" a body corporate.
          (2) A director is connected with a body corporate if, but only if, he and the persons connected with him together—
          (a) are interested in shares comprised in the equity share capital of that body corporate equal in value to at least 20% of that share capital, or
          (b) are entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body.
          (3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.
          (4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.
          (5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.
          (6) For the avoidance of circularity in the application of section 274 (persons connected with a director)—
          (a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner), and
          (b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.

        • 277. Director "controlling" a body corporate

          (1) This section defines what is meant by references in this Part to a director "controlling" a body corporate.
          (2) A director of a company is taken to control a body corporate if, but only if—
          (a) he or any person connected with him—
          (i) is interested in any part of the equity share capital of that body, or
          (ii) is entitled to exercise or control the exercise of any part of the voting power at any general meeting of that body, and
          (b) he, the persons connected with him and the other directors of that company, together—
          (i) are interested in more than 50% of that share capital, or
          (ii) are entitled to exercise or control the exercise of more than 50% of that voting power.
          (3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.
          (4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.
          (5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.
          (6) For the avoidance of circularity in the application of section 274 (persons connected with a director)—
          (a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner), and
          (b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.

        • 278. Associated bodies corporate

          For the purposes of this Part—

          (a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
          (b) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

        • 279. References to company's constitution

          (1) References in this Part to a company's constitution include—
          (a) any resolution or other decision come to in accordance with the constitution, and
          (b) any decision by the members of the company, or a class of members, that is treated by virtue of any rule of law applicable in the Abu Dhabi Global Market as equivalent to a decision by the company.
          (2) This is in addition to the matters mentioned in section 15 (a company's constitution).

        • 280. Power to increase financial limits

          If the Board makes rules substituting any sum of money specified in this Part for a larger sum specified in those rules, those rules do not have effect in relation to anything done or not done before they come into force.

          Accordingly, proceedings in respect of any liability incurred before that time may be continued or instituted as if those rules had not been made.

        • 281. Transactions under foreign law

          For the purposes of this Part it is immaterial whether the law that (apart from these Regulations) governs an arrangement or transaction is the law of the Abu Dhabi Global Market or not.