PART 6: PART 6: CROSS-BORDER INSOLVENCY
Chapter 1 Chapter 1 — Winding-up of non-Abu Dhabi Global Market Companies
265. Application of this Part to "unregistered company"
For the purposes of this Part 6 (Cross-border Insolvency), "unregistered company" includes an association or a non-Abu Dhabi Global Market Company as registered pursuant to the Commercial Licensing Regulations 2015 but does not include a Company within the meaning of the Companies Regulations 2015.
266. Winding-up of unregistered companies(1) Subject to the provisions of this Part 6 (Cross-border Insolvency), any unregistered company may be wound up under these Regulations and all the provisions of these Regulations about winding-up apply to an unregistered company with the modifications set out in this Part 6 (Cross-border Insolvency).(2) All the provisions of these Regulations about receivers and administrative receivers apply to an unregistered company if the instrument by virtue of which the receiver or administrative receiver is appointed is expressed to be governed by Abu Dhabi Global Market legislation.(3) An unregistered company may only be wound up under these Regulations by the Court in accordance with this Section.(4) An unregistered company may only be wound up by these Regulations if —(a) it has a sufficient connection with the Abu Dhabi Global Market, which may (but does not have to) consist of it owning assets located within the Abu Dhabi Global Market;(b) there is a reasonable prospect that the winding-up order will benefit the persons applying for the winding-up order; and(c) the Court has jurisdiction over one or more persons interested in the distribution of the assets of such unregistered company.(5) The circumstances in which an unregistered company may be wound up are as follows —(a) if the unregistered company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding-up its affairs;(b) if the unregistered company is unable to pay its debts; or(c) if the Court is of the opinion that it is just and equitable that the unregistered company should be wound up.(6) A winding-up of an unregistered company under this Part 6 (Cross-border Insolvency) shall be conducted on a universal basis and shall extend to all property and rights of the unregistered company worldwide in so far as the liquidator is able to enforce against such property and rights located outside of the Abu Dhabi Global Market.(7) Where foreign proceeding and winding-up proceedings under this Section are taking place concurrently regarding an unregistered company, the liquidator may apply to Court at any time for directions on —(a) the conduct of the winding-up proceedings and if such proceedings are to be conducted as 'ancillary proceedings' to the foreign proceedings; and(b) the realisation of assets located in the Abu Dhabi Global Market and any remittal of such assets to the foreign proceedings.(8) The insolvency law of the Abu Dhabi Global Market shall apply to the conduct of any winding-up proceedings commenced under these Regulations, whether conducted as ancillary proceedings to foreign proceedings or otherwise.
267. Inability to pay debts: unpaid creditor for $2,000 or more(1) An unregistered company is deemed (for the purpose of Section 266 (Winding-up of unregistered companies)) unable to pay its debts if there is a creditor, by assignment or otherwise, to whom the unregistered company is indebted in a sum exceeding $2,000 then due and —(a) the creditor has served on the unregistered company, by leaving at its principal place of business, or by delivering to the secretary or some Director, manager or principal officer of the unregistered company, or by otherwise serving in such manner as the Court may approve or direct, a written demand in the prescribed form requiring the unregistered company to pay the sum due; and(b) the unregistered company has for three (3) weeks after the service of the demand neglected to pay the sum or to secure or compound for it to the creditor's satisfaction.(2) The money sum of the time being specified in subsection (1) is subject to increase or reduction by these Regulations; but no increase in the sum so specified affects any case in which the winding-up petition was presented before the coming into force of the increase.
268. Inability to pay debts: other cases(1) An unregistered company is deemed (for purposes of Section 266 (Winding-up of unregistered companies)) unable to pay its debts —(a) if execution or other process issued on a judgment, decree or order obtained in any Court in favour of a creditor against the unregistered company or any member of it as such, or any person authorised to be sued as nominal defendant on behalf of the unregistered company, is returned unsatisfied; or(b) if it is otherwise proved to the satisfaction of the Court that the unregistered company is unable to pay its debts as they fall due.(2) An unregistered company is also deemed unable to pay its debts if it is proved to the satisfaction of the Court that the value of the non-Abu Dhabi Global Market Company's assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities.
269. Company incorporated outside the Abu Dhabi Global Market may be wound up though dissolved
Where a company incorporated outside the Abu Dhabi Global Market which has been carrying on business in the Abu Dhabi Global Market ceases to carry on business in the Abu Dhabi Global Market, it may be wound up as an unregistered company under this Part 6 (Cross-border Insolvency), notwithstanding that it has been dissolved or otherwise ceased to exist as a company under or by virtue of the laws of the country under which it was incorporated.
270. Outstanding property of a defunct unregistered company(1) This Section applies where, after the dissolution of an unregistered company, outstanding property of the unregistered company remains in the Abu Dhabi Global Market.(2) All property and rights of the unregistered company vests in the Abu Dhabi Global Market in accordance with Section 296 (Property of dissolved Company).
Chapter 2 Chapter 2 — Recognition of foreign insolvency proceedings
271. UNCITRAL Model Law to have force of law(1) The UNCITRAL Model Law shall have the force of law in the Abu Dhabi Global Market in the form set out in Schedule 10 (Application of UNCITRAL Model Law) (which contains the UNCITRAL Model Law with certain modifications to adapt it for application in the Abu Dhabi Global Market).(2) Without prejudice to any practice of the Court as to the matters which may be considered apart from this subsection, the following documents may be considered in ascertaining the meaning or effect of any provision of the UNCITRAL Model Law as set out in Schedule 10 (Application of UNCITRAL Model Law) —(a) the UNCITRAL Model Law;(b) any documents of the United Nations Commission on International Trade Law and its working group relating to the preparation of the UNCITRAL Model Law; and(c) the Guide to Enactment of the UNCITRAL Model Law (UNCITRAL document A/CN.9/442) prepared at the request of the United Nations Commission on International Trade Law made in May 1997.
272. Modification of insolvency law of the Abu Dhabi Global Market(1) These Regulations shall apply with such modifications as the context requires for the purpose of giving effect to the provisions of Schedule 10 (Application of UNCITRAL Model Law).(2) In the case of any conflict between any provision of these Regulations and Schedule 10 (Application of UNCITRAL Model Law), the latter shall prevail.
273. Part 9 to be disapplied
Nothing in Part 9 (Insolvency Practitioners) applies to anything done by a foreign representative —(a) under or by virtue of these Regulations; or(b) in relation to relief granted or cooperation provided under these Regulations.
274. Overriding provisions
The Court shall not grant any relief, or modify any relief already granted, or provide any co-operation or coordination, under or by virtue of any of the provisions of Schedule 10 (Application of UNCITRAL Model Law) if and to the extent that such relief or modified relief or cooperation or coordination would —(a) be prohibited under or by virtue of —(i) the Financial Market Regulations or the business rules of any market institution authorised under the Financial Market Regulations; or(ii) the provisions of Part 7 (Financial Markets and Netting);in the case of a proceeding under these Regulations; or(b) interfere with or be inconsistent with any rights of a collateral-taker under Part 7 (Financial Markets and Netting) which could be exercised in the case of such a proceeding.