• PART 8 PART 8 – Migration, Revocation and Dissolution

    • Registration Of Overseas Foundation As An Abu Dhabi Global Market Foundation

      • 35. Overseas Foundation Migrating To The Abu Dhabi Global Market

        (1) If its charter or by-laws so permit, a Foundation having legal personality and property established under the laws of a jurisdiction other than the Abu Dhabi Global Market (an “Overseas Foundation”) may apply to the Registrar to be registered as an Abu Dhabi Global Market Foundation in accordance with the provision of these Regulations.
        (2) Upon registration in the Abu Dhabi Global Market the Overseas Foundation must cease to be registered in the jurisdiction in which it was established or where it is currently registered, if different.

      • 36. Requirements For An Overseas Foundation To Register In Abu Dhabi Global Market

        In order to register as a Foundation in Abu Dhabi Global Market the Overseas Foundation must be able to migrate under the law of the place in which it is currently established and must comply with the requirements of that law in relation to its registration in Abu Dhabi Global Market.

      • 37. Prohibition On Registration Of Overseas Foundations

        No Overseas Foundation may be registered as an Abu Dhabi Global Market Foundation if –
        (a) the Foundation is bankrupt or in the process of being dissolved, or a liquidator, receiver or administrator has been appointed in respect of any of its property; or
        (b) any application has been made to any court to commence insolvency proceedings, to approve any arrangement with creditors or for the appointment of any liquidator, receiver or administrator.

      • 38. Registration Of An Overseas Foundation

        (1) An application for registration as an Abu Dhabi Global Market Foundation shall be made to the Registrar.
        (2) The applicant shall provide the Registrar with the following documents:
        (a) A copy of the Foundation’s certificate of establishment (if any) in its current place of establishment;
        (b) a copy of the Foundation’s existing Charter and, if different, a copy of the amended Charter which will apply immediately upon its registration in the Abu Dhabi Global Market and which must comply with section 9 of these Regulations;
        (c) the names and addresses of the Foundation Councillors and Guardian (if any);
        (d) the name of the Foundation, which must comply with section 6 of these Regulations;
        (e) the address of the Foundation’s registered office in the Abu Dhabi Global Market;
        (f) the name and address (in the Abu Dhabi Global Market) of the Registered Agent of the Foundation, if any;
        (g) all other information and documents included in the Registration Application;
        (h) evidence that migration is permitted under the law in which the Foundation is established and that the Foundation is in compliance with section 37 of these Regulations;
        (i) confirmation that, on the date of registration, the Foundation will cease to be established and registered under the law of any place other than the Abu Dhabi Global Market;
        (j) a statement of solvency;
        (k) evidence that the Foundation has legal personality in the place in which it was established or registered;
        (l) a declaration of compliance signed by the applicant that all requirements of these Regulations relating to registration have been fulfilled;
        (m) such other information as the Registrar would require on an application to transfer registration under these Regulations; and
        (n) such other documents and information as the Registrar may require in respect of a particular application under this section.
        (3) On receipt of the documents and information set out in subsection (2) and the relevant fee the Registrar shall register the Foundation by inscribing its name in the Foundations Register and issuing a certificate of registration.

    • Transfer Of Registration

      • 39. Facility To Transfer Registration

        (1) If the Charter or By-laws of a Foundation so permit, a Foundation representative may submit to the Registrar an application on behalf of a Foundation to remove the Foundation from the Foundations Register in order to become established as a foundation with legal personality under the law of a jurisdiction outside the Abu Dhabi Global Market.
        (2) A Foundation cannot be removed from the Foundations Register if -
        (a) it is bankrupt or in the process of being dissolved, or a liquidator, receiver or administrator has been appointed in respect of any of its Assets; or
        (b) an application has been made to any court to commence insolvency proceedings, to approve any arrangement with creditors or for the appointment of any liquidator, receiver or administrator.
        (3) A Foundation must give written notice to its creditors of its intention to be removed from the Foundations Register at least 31 days before making an application to the Registrar for removal.
        (a) The notice–
        i. shall state that the Foundation intends to make the application to the Registrar, and shall specify the jurisdiction in which it proposes to become established as a foundation with legal personality;
        ii. shall be sent in writing to each creditor of the Foundation;
        iii. shall be published once in a national newspaper or in such other manner as the Court may on application direct; and
        iv. shall state that any creditor of the Foundation who objects to the application may within 30 days of the date of the advertisement give notice of his or her objection to the Foundation.
        (b) A creditor who gives notice in accordance with paragraph 39(3)(a)(iv) and whose claim against the Foundation has not been discharged may, within 30 days after the date of the notice, apply to the Court for an order restraining the application by the Foundation under this section 39.
        (c) On the creditor’s application the Court, if satisfied that the interests of the creditor would be unfairly prejudiced by the proposed transfer, may make an order (subject to such terms, if any, as it may think fit) restraining the application by the Foundation under this section 39.
        (4) An application to the Registrar must be accompanied by -
        (a) evidence that the removal from the Foundations Register is not prohibited by the provisions of subsection (2) and that subsection (3) has been complied with;
        (b) evidence that on the date of removal from the Foundations Register the Foundation will be established under the law of the place to which it intends to migrate;
        (c) confirmation that the Foundation will continue to have legal personality in accordance with the law of the place to which it intends to migrate; and
        (d) a declaration of compliance signed by the registration agent certifying that all the requirements of these Regulations relation to removal from the Foundations Register have been fulfilled.
        (5) On receipt of the documents and information set out in subsection (4), the Registrar shall remove the name of the Foundation from the Foundations Register, giving such notice as it thinks fit and the Foundation shall cease to be an Abu Dhabi Global Market Foundation and the Registrar shall publish the fact of the removal of the Foundation from the Foundations Register in such manner as it thinks fit.

    • Dissolution

      • 40. Dissolution Of Foundations

        (1) A Foundation shall be dissolved and removed from the Foundations Register in the following circumstances –
        (a) it is established for a fixed term and such term expires;
        (b) its object is fulfilled or becomes incapable of fulfilment;
        (c) the Charter or By-laws require dissolution;
        (d) it is unable to pay its debts as they fall due;
        (e) any provision of these Regulations requires that it be dissolved; or
        (f) the Court orders dissolution.
        (2) Where a Foundation is dissolved-
        (a) under paragraph (1)(d) above, the Foundation Council must appoint a liquidator; and
        (b) Under paragraphs (1)(a) – (c) and (e) above, the Foundation Council may, in its discretion, appoint a liquidator.
        (3) A liquidator appointed under subsection (2) shall –
        (a) identify the Assets and liabilities of the Foundation;
        (b) discharge all liabilities of the Foundation;
        (c) prepare a statement of account in respect of all actions of the liquidation; and
        (d) distribute the Surplus Assets, if any, to any Remaining Beneficiary in accordance with the Charter or By-laws (and in the absence of any such express provision, equally between the remaining Beneficiaries if more than one) or in the case of a Foundation established to carry on a specified purpose, the Surplus Assets shall be applied to the furtherance of that purpose, and in a case where the Beneficiaries disclaim their entitlement or there is no specified purpose in the Charter or By-laws, the Surplus Assets shall vest in the Abu Dhabi Global Market.
        (4) During the period of appointment a liquidator may exercise all the powers of a Foundation under these Regulations or in the Charter and may act in the name of the Foundation in the discharge of its duties under subsection (3).
        (5) On completion of the dissolution of the Foundation, the liquidator shall provide written confirmation to the Foundation’s registered office that the dissolution is complete and the Foundation shall file a certified copy of the confirmation with the Registrar together with the stipulated fee.
        (6) Upon receipt of the written confirmation referred to in subsection (5) and subject to all the requirements of these Regulations in respect of dissolution being satisfied, the Registrar will strike the Foundation off the Foundations Register and issue a certificate that the Foundation has been dissolved, such dissolution having effect from the date that the Foundation is struck from the Foundations Register.

      • 41. Petition To The Court For Dissolution

        (1) A Foundation, a Councillor, a Founder, a Guardian, Remaining Beneficiary or creditor may apply to the Court for an order for the dissolution of a Foundation.
        (2) The Court may make an order for dissolution if it believes it is just and equitable to do so.
        (3) If the Court makes an order for the dissolution of a Foundation it shall appoint a liquidator and the provisions of subsections 40 (3)-(5) shall apply to the appointment of the liquidator as if it had been appointed pursuant to a dissolution under section 40.

    • Striking Off

      • 42. Striking Off For Default

        (1) If the Registrar has reasonable cause to believe that any Foundation registered under these Regulations is in breach of or no longer satisfies the requirements prescribed under these Regulations, or engages in activities which are or may be contrary to the rules and regulations of the Abu Dhabi Global Market or may have a negative effect on its reputation as a financial centre, the Registrar may send to the Foundation a communication inquiring as to the area of concern.
        (2) If the Registrar does not within one month of sending the communication receive any answer to it, the Registrar must within 14 days after the expiration of that month send to the Foundation a second communication referring to the first communication and stating–
        (a) that no answer to it has been received; and
        (b) that if an answer is not received to the second communication within one month from its date, a notice will be published on the Registrar’s website with a view to striking the Foundation’s name off the Foundations Register.
        (3) If, within one month after sending the second communication, the Registrar–
        (a) receives an answer to the effect that the Foundation is in breach of or no longer satisfies the requirements prescribed under these Regulations, or engages in activities which are or may be contrary to the rules and regulations of the Abu Dhabi Global Market or may have a negative effect on its reputation as a financial centre; or
        (b) does not receive any answer,
        the Registrar may publish on the Registrar’s website and send to the Foundation, a notice that at the expiration of three months from the date of the notice the name of the Foundation mentioned in it will, unless cause is shown to the contrary, be struck off the Foundations Register and the Foundation will be dissolved.
        (4) At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by the Foundation, strike its name off the Foundations Register.
        (5) The Registrar must publish notice on the Registrar’s website of the Foundation’s name having been struck off the Foundations Register.
        (6) On the publication of the notice on the Registrar’s website the Foundation is dissolved.
        (7) However –
        (a) the liability (if any) of every Founder, Councillor and Guardian of the Foundation continues and may be enforced as if the Foundation had not been dissolved; and
        (b) nothing in this section affects the power of the Court.
        (8) A Foundation may also be struck off of the Foundations Register if its annual fees or any penalty amounts are not paid within 180 days of the date on which they fell due.

    • Effect Of Dissolution

      • 43. Consequences Of Striking Off

        In the event that the Foundation is struck off the Foundations Register –
        (a) the Foundation remains liable for all of its liabilities and the liabilities of the Councillors is unaffected;
        (b) the Foundation, the Council and the Guardian must cease to continue to act in any way with respect to the affairs of the Foundation.

    • Restoration Of Name

      • 44. Reinstatement On The Foundations Register

        (1) When a Foundation has been struck off the Foundations Register under subsection 42(3) of these Regulations, the Foundation or its liquidator may apply to have the name of the Foundation reinstated on the Foundations Register, provided such application is made prior to the sixth anniversary of the removal from the Foundations Register.
        (2) Upon payment of all outstanding annual fees and penalties to the Registrar, the Registrar may reinstate the Foundation on the Foundations Register.
        (3) Where the Foundation is reinstated on the Foundations Register under subsection (2), the Foundation is deemed to have continued in existence as if it had not been dissolved or struck off the Foundations Register.