• PART 3 PART 3 A Company's Constitution

    • Chapter 1 Chapter 1 Introductory

      • 15. A Company’s Constitution

        (1) Unless the context otherwise requires, references in these Regulations to a company’s constitution include–
        (a) the company’s articles, and
        (b) any resolutions and agreements to which Chapter 3 applies (see section 26 (resolutions and agreements affecting a company’s constitution)).

    • Chapter 2 Chapter 2 Articles Of Association

      • General

        • 16. Articles Of Association

          (1) A company must have articles of association prescribing regulations for the company.
          (2) Unless it is a company to which model articles apply by virtue of section 18 (default application of model articles), it must register articles of association.
          (3) Articles of association registered by a company must–
          (a) be contained in a single document, and
          (b) be divided into paragraphs numbered consecutively.
          (4) References in these Regulations to a company’s “articles” are to its articles of association.

        • 17. Power Of Board To Prescribe Model Articles

          (1) The Board may make rules prescribing model articles of association for companies.
          (2) Different model articles may be prescribed for different descriptions of company.
          (3) A company may adopt all or any of the provisions of model articles.
          (4) Any amendment of model articles by rules made under this section does not affect a company registered before the amendment takes effect.
          “Amendment” here includes addition, alteration or repeal.

        • 18. Default Application Of Model Articles

          (1) On the formation of a limited company–
          (a) if articles are not registered, or
          (b) if articles are registered, in so far as they do not exclude or modify the relevant model articles,
          the relevant model articles (so far as applicable) form part of the company’s articles in the same manner and to the same extent as if articles in the form of those articles had been duly registered.
          (2) The “relevant model articles” means the model articles prescribed for a company of that description as in force at the date on which the company is registered.

      • Alteration Of Articles

        • 19. Amendment Of Articles

          A company may amend its articles by special resolution.

        • 20. Entrenched Provisions Of The Articles

          (1) A company’s articles may contain provision (“provision for entrenchment”) to the effect that specified provisions of the articles may be amended or repealed only if conditions are met, or procedures are complied with, that are more restrictive than those applicable in the case of a special resolution.
          (2) Provision for entrenchment may only be made–
          (a) in the company’s articles on formation, or
          (b) by an amendment of the company’s articles agreed to by all the members of the company.
          (3) Provision for entrenchment does not prevent amendment of the company’s articles–
          (a) by agreement of all the members of the company, or
          (b) by order of a Court or other authority having power to alter the company’s articles.
          (4) Nothing in this section affects any power of a Court or other authority to alter a company’s articles.

        • 21. Notice To Registrar Of Existence Of Restriction On Amendment Of Articles

          (1) Where a company’s articles–
          (a) on formation contain provision for entrenchment,
          (b) are amended so as to include such provision, or
          (c) are altered by order of a Court or other authority so as to restrict or exclude the power of the company to amend its articles,
          the company must give notice of that fact to the Registrar.
          (2) Where a company’s articles–
          (a) are amended so as to remove provision for entrenchment, or
          (b) are altered by order of a Court or other authority–
          (i) so as to remove such provision, or
          (ii) so as to remove any other restriction on, or any exclusion of, the power of the company to amend its articles,
          the company must give notice of that fact to the Registrar.

        • 22. Statement Of Compliance Where Amendment Of Articles Restricted

          (1) This section applies where a company’s articles are subject–
          (a) to provision for entrenchment, or
          (b) to an order of a Court or other authority restricting or excluding the company’s power to amend the articles.
          (2) If the company–
          (a) amends its articles, and
          (b) is required to send to the Registrar a document making or evidencing the amendment,
          the company must deliver with that document a statement of compliance.
          (3) The statement of compliance required is a statement certifying that the amendment has been made in accordance with the company’s articles and, where relevant, any applicable order of a Court or other authority.
          (4) The Registrar may rely on the statement of compliance as sufficient evidence of the matters stated in it.

        • 23. Effect Of Alteration Of Articles On Company’s Members

          (1) A member of a company is not bound by an alteration to its articles after the date on which he became a member, if and so far as the alteration–
          (a) requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or
          (b) in any way increases his liability as at that date to contribute to the company’s share capital or otherwise to pay money to the company.
          (2) Subsection (1) does not apply in a case where the member agrees in writing, either before or after the alteration is made, to be bound by the alteration.

        • 24. Registrar To Be Sent Copy Of Amended Articles

          (1) Where a company amends its articles it must send to the Registrar a copy of the articles as amended not later than 14 days after the amendment takes effect.
          (2) This section does not require a company to set out in its articles any provisions of model articles that–
          (a) are applied by the articles, or
          (b) apply by virtue of section 18 (default application of model articles).
          (3) If a company fails to comply 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.
          (4) A person who commits the contravention referred to in subsection (3) is liable for a level 2 fine.

        • 25. Registrar’s Notice To Comply In Case Of Failure With Respect To Amended Articles

          (1) If it appears to the Registrar that a company has failed to comply with any requirement under these Regulations requiring it–
          (a) to send to the Registrar a document making or evidencing an alteration in the company’s articles, or
          (b) to send to the Registrar a copy of the company’s articles as amended,
          the Registrar may give notice to the company requiring it to comply.
          (2) The notice must–
          (a) state the date on which it is issued, and
          (b) require the company to comply within one month from that date.
          (3) If the company does not comply with the notice within the specified time, it is liable to a level 1 fine.

    • Chapter 3 Chapter 3 Resolution And Agreements Affecting A Company's Constitution

      • 26. Resolutions And Agreements Affecting A Company’s Constitution

        (1) This Chapter applies to–
        (a) any special resolution,
        (b) any resolution or agreement agreed to by all the members that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution,
        (c) any resolution or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner, and
        (d) any resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members.
        (2) References in subsection (1) to a member of a company, or of a class of members of a company, do not include the company itself where it is such a member by virtue only of its holding shares as treasury shares.

      • 27. Copies Of Resolutions Or Agreements To Be Forwarded To Registrar

        (1) A copy of every resolution or agreement to which this Chapter applies, or (in the case of a resolution or agreement that is not in writing) a written memorandum setting out its terms, must be forwarded to the Registrar within 14 days after it is passed or made.
        (2) If a company fails to comply with this section, a contravention of these Regulations is committed by–
        (a) the company, and
        (b) every officer of it who is in default.
        (3) A person who commits the contravention referred to in subsection (2) shall be liable to a level 1 fine.
        (4) For the purposes of this section, a liquidator of the company is treated as an officer of it.

    • Chapter 4 Chapter 4 Miscellaneous And Supplementary Provisions

      • Statement Of Company’s Objects

        • 28. Statement Of Company’s Objects

          (1) Unless a company’s articles specifically restrict the objects of the company, its objects are unrestricted.
          (2) Where a company amends its articles so as to add, remove or alter a statement of the company’s objects–
          (a) it must give notice to the Registrar,
          (b) on receipt of the notice, the Registrar shall register it, and
          (c) the amendment is not effective until entry of that notice on the register.
          (3) Any such amendment does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.

      • Other Provisions With Respect To A Company’s Constitution

        • 29. Constitutional Documents To Be Provided To Members

          (1) A company must, on request by any member, send to him the following documents–
          (a) an up-to-date copy of the company’s articles,
          (b) a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company’s constitution) and that is for the time being in force,
          (c) a copy of any document required to be sent to the Registrar under section 31(2)(a) (notice to Registrar where company’s constitution altered by order),
          (d) a copy of any Court order under section 805 (Court sanction for compromise or arrangement) or section 806 (powers of Court to facilitate reconstruction or amalgamation or merger or division),
          (e) a copy of any Court order under section 860 (protection of members against unfair prejudice: powers of the Court) that alters the company’s constitution,
          (f) a copy of the company’s current certificate of incorporation, and of any past certificates of incorporation,
          (g) in the case of a company with a share capital, a current statement of capital,
          (h) in the case of a company limited by guarantee, a copy of the statement of guarantee.
          (2) The statement of capital required by subsection (1)(g) is a statement of–
          (a) the total number of shares of the company,
          (b) for each class of shares–
          (i) prescribed particulars of the rights attached to the shares,
          (ii) the total number of shares of that class, and
          (c) the amount paid up and the amount (if any) unpaid on each share.
          (3) If a company makes default in complying 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 2 fine.

        • 30. Effect Of Company’s Constitution

          (1) The provisions of a company’s constitution bind the company and its members to the same extent as if there were covenants on the part of the company and of each member to observe those provisions.
          (2) Money payable by a member to the company under its constitution is a debt due from him to the company in the nature of an ordinary contract debt.

        • 31. Notice To Registrar Where Company’s Constitution Altered By Order

          (1) Where a company’s constitution is altered by an order of a Court or other authority, the company must give notice to the Registrar of the alteration not later than 14 days after the alteration takes effect.
          (2) The notice must be accompanied by–
          (a) a copy of the order, and
          (b) if the order amends–
          (i) the company’s articles, or
          (ii) a resolution or agreement to which Chapter 3 applies (resolutions and agreements affecting the company’s constitution),
             a copy of the company’s articles, or the resolution or agreement in question, as amended.
          (3) If a company fails to comply 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.
          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
          (5) This section does not apply where provision is made by another law or regulation applicable to the Abu Dhabi Global Market for the delivery to the Registrar of a copy of the order in question.

        • 32. Documents To Be Incorporated In Or Accompany Copies Of Articles Issued By Company

          (1) Every copy of a company’s articles issued by the company must be accompanied by–
          (a) a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company’s constitution),
          (b) a copy of any order required to be sent to the Registrar under section 31(2)(a) (notice to Registrar where company’s constitution altered by order).
          (2) This does not require the articles to be accompanied by a copy of a document or by a statement if–
          (a) the effect of the resolution, agreement, or order (as the case may be) on the company’s constitution has been incorporated into the articles by amendment, or
          (b) the resolution, agreement, or order (as the case may be) is not for the time being in force.
          (3) If the 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 liquidator of the company is treated as an officer of it.

        • 33. Right To Participate In Profits Otherwise Than As Member Void

          In the case of a company limited by guarantee any provision in the company’s articles, or in any resolution of the company, purporting to give a person a right to participate in the divisible profits of the company otherwise than as a member is void.

        • 34. Application To Single Member Companies Of Rules Of Law

          Any rule of law applicable in the Abu Dhabi Global Market to companies formed by two or more persons or having two or more members applies with any necessary modification in relation to a company formed by one person or having only one person as a member.