• Chapter 1 Chapter 1 Registration Of Company Charges

    • 784. Charges Created By A Company

      (1) Subject to subsection (6), this section applies where a company creates a charge.
      (2) The Registrar must register the charge against the name of the company and make such register available to the public if, before the end of the period allowed for delivery, the company or any person interested in the charge delivers to the Registrar for registration a charge filing statement (see section 787).
      (2) The Registrar must register the charge against the name of the company and make such register available to the public if, before the end of the period allowed for delivery, the company or any person interested in the charge delivers to the Registrar for registration a charge filing statement (see section 787).
      (4) “The period allowed for delivery” is 21 days beginning with the day after the date of creation of the charge (see section 788), unless an order allowing an extended period is made under section 789(3).
      (5) Where an order is made under section 789(3) a copy of the order must be delivered to the Registrar with the charge filing statement.
      (6) This section does not apply to–
      (a) a charge in favour of a landlord on a cash deposit given as a security in connection with the lease of land,
      (b) a charge which is an international interest, as defined in Part 12 of the Insolvency Regulations 2015,
      (c) a charge excluded from the application of this section by these Regulations, or any other law of the Abu Dhabi Global Market.
      (7) In this Part–
      “cash” includes foreign currency,
      “charge” includes a mortgage, and
      “effective date” means the date that this Chapter comes into force.

    • 785. Charge In Series Of Debentures

      (1) This section applies where–
      (a) a company creates a series of debentures containing a charge, or giving a charge by reference to another instrument, and
      (b) debenture holders of that series are entitled to the benefit of the charge pari passu.
      (2) The Registrar must register the charge if, before the end of the period allowed for delivery, the company or any person interested in the charge delivers to the Registrar for registration, a charge filing statement which also contains the following–
      (a) either–
      (i) the name of each of the trustees for the debenture holders, or
      (ii) where there are more than four such persons, the names of any four persons listed in the charge instrument as trustees for the debenture holders, and a statement that there are other such persons,
      (b) the dates of the resolutions authorising the issue of the series,
      (c) the date of the covering instrument (if any) by which the series is created or defined.
      (3) Where the charge is created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of the instrument is delivered to the Registrar with the charge filing statement.
      (4) Where the charge is not created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of one of the debentures in the series is delivered to the Registrar with the charge filing statement.
      (5) For the purposes of this section a charge filing statement is not required to contain the names of the debenture holders.
      (6) “The period allowed for delivery” is–
      (a) if there is a deed containing the charge, 21 days beginning with the day after the date on which the deed is executed,
      (b) if there is no deed containing the charge, 21 days beginning with the day after the date on which the first debenture of the series is executed.
      (7) Where an order is made under section 789(3) a copy of the order must be delivered to the Registrar with the charge filing statement.
      (8) In this section “deed” means–
      (a) a deed governed by the law of the Abu Dhabi Global Market, or
      (b) an instrument governed by a law other than the law of the Abu Dhabi Global Market which requires delivery under that law in order to take effect.

    • 786. Charges Existing On Property Or Undertaking Acquired

      (1) This section applies where a company acquires property or undertaking which is subject to a charge of a kind which would, if it had been created by the company after the acquisition of the property or undertaking, have been capable of being registered under section 784.
      (2) The Registrar must register the charge if the company or any person interested in the charge delivers to the Registrar for registration a charge filing statement.
      (3) Where the charge is created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of the instrument is delivered to the Registrar with the charge filing statement.

    • 787. Particulars To Be Delivered To Registrar

      (1) A statement of particulars relating to a charge created by a company is a “charge filing statement” if it contains the following particulars–
      (a) the registered name and number of the company,
      (b) the date of creation of the charge and (if the charge is one to which section 788 applies) the date of acquisition of the property or undertaking concerned,
      (c) where the charge is created or evidenced by an instrument, the particulars listed in subsection (2),
      (d) where the charge is not created or evidenced by an instrument, the particulars listed in subsection (3).
      (2) The particulars referred to in subsection (1)(c) are–
      (a) any of the following–
      (i) the name of each of the persons in whose favour the charge has been created or of the security agents or trustees holding the charge for the benefit of one or more persons, or
      (ii) where there are more than four such persons, security agents or trustees, the names of any four such persons, security agents or trustees listed in the charge instrument, and a statement that there are other such persons, security agents or trustees,
      (b) whether the instrument is expressed to contain a floating charge and, if so, whether (together with the charges referred to in subsections (2)(d) and (e)) it is expressed to cover the whole or substantially the whole of the property and undertaking of the company,
      (c) whether any of the terms of the charge prohibit or restrict the company from creating further security that will rank equally with or ahead of the charge,
      (d) whether (and if so, a short description of) any land, ship, aircraft or intellectual property that is registered or required to be registered in the Abu Dhabi Global Market, is subject to a charge (which is not a floating charge) included in the instrument,
      (e) whether the instrument includes a charge (which is not expressed to be a floating charge) over any tangible or intangible property not described in subsection (2)(d).
      (3) The particulars referred to in subsection (1)(d) are–
      (a) a statement that there is no instrument creating or evidencing the charge,
      (b) the names of each of the persons in whose favour the charge has been created or the names of any security agents or trustees holding the charge for the benefit of one or more persons,
      (c) the nature of the charge,
      (d) a short description of the property or undertaking charged,
      (e) the obligations secured by the charge.
      (4) In this section “intellectual property” includes–
      (a) any patent, trade mark, registered design, copyright or design right,
      (b) any licence under or in respect of any such right.

    • 788. Date Of Creation Of Charge

      (1) For the purposes of this Part, a charge of the type described in column 1 of the Table below is taken to be created on the date given in relation to it in column 2 of that Table.
      1. Type of charge 2. When charge created
      Charge created or evidenced by an instrument If the instrument is a deed that has been executed and has immediate effect on execution and delivery, the date of delivery
       
        If the instrument is a deed that has been executed and held in escrow, the date of delivery into escrow
        If the instrument is a deed that has been executed and held as undelivered, the date of delivery
       
        If the instrument is not a deed and has immediate effect on execution, the date of execution
       
        If the instrument is not a deed and does not have immediate effect on execution, the date on which the instrument takes effect
       
      Charge not created or evidenced by an instrument
       
      The date on which the charge comes into effect.
       
      (2) Where a charge is created or evidenced by an instrument made between two or more parties, references in the Table in subsection (1) to execution are to execution by all the parties to the instrument whose execution is essential for the instrument to take effect as a charge.
      (3) This section applies for the purposes of this Chapter even if further forms, notices, registrations or other actions or proceedings are necessary to make the charge valid or effectual for any other purposes.
      (4) For the purposes of this Chapter, the Registrar is entitled without further enquiry to accept a charge as created on the date given as the date of creation of the charge in a charge filing statement.
      (5) In this section “deed” means–
      (a) a deed governed by the law of the Abu Dhabi Global Market, or
      (b) an instrument governed by a law other than the law of the Abu Dhabi Global Market which requires delivery under that law in order to take effect.
      (6) References in this section to delivery, in relation to a deed, include delivery as a deed where required.

    • 789. Extension Of Period Allowed For Delivery

      (1) Subsection (3) applies if the Court is satisfied that–
      (a) neither the company nor any other person interested in the charge has delivered to the Registrar the documents required under section 784 or (as the case may be) 785 before the end of the period allowed for delivery under the section concerned, and
      (b) the requirement in subsection (2) is met.
      (2) The requirement is–
      (a) that the failure to deliver those documents–
      (i) was accidental or due to inadvertence or to some other sufficient cause, or
      (ii) is not of a nature to prejudice the position of creditors or shareholders of the company, or
      (b) that on other grounds it is just and equitable to grant relief.
      (3) The Court may, on the application of the company or a person interested, and on such terms and conditions as seem to the Court just and expedient, order that the period allowed for delivery be extended.

    • 790. Personal Information Etc In Certified Copies

      (1) The following are not required to be included in a certified copy of an instrument or debenture delivered to the Registrar for the purposes of any provision of this Chapter–
      (a) personal information relating to an individual (other than the name of an individual),
      (b) the number or other identifier of a bank or securities account of a company or individual,
      (c) a signature.
      (2) The Registrar is entitled without further enquiry, to accept the certified copy of an instrument whether or not any of the information in subsection (1) is contained within the instrument.

    • 791. Consequence Of Failure To Deliver Charges

      (1) This section applies if–
      (a) a company creates a charge to which section 784 or 785 applies, and
      (b) the documents required by section 784 or (as the case may be) 785 are not delivered to the Registrar by the company or another person interested in the charge before the end of the relevant period allowed for delivery.
      (2) “The relevant period allowed for delivery” is–
      (a) the period allowed for delivery under the section in question, or
      (b) if an order under section 789(3) has been made, the period allowed by the order.
      (3) Where this section applies, the charge is void (so far as any security on the company’s property or undertaking is conferred by it) against–
      (a) a liquidator of the company,
      (b) an administrator of the company, and
      (c) a creditor of the company.
      (4) Subsection (3) is without prejudice to any contract or obligation for repayment of the money secured by the charge; and when a charge becomes void under this section, the money secured by it immediately becomes payable.

    • 792. Entries On The Register

      (1) This section applies where a charge is registered in accordance with a provision of this Chapter.
      (2) The Registrar must–
      (a) allocate to the charge a unique reference code and place a note in the register recording that reference code, and
      (b) include in the register any documents delivered under section 784(3) or (5), 785(3), (4) or (7), or 786(3).
      (3) The Registrar must give a certificate of the registration of the charge to the person who delivered to the Registrar a charge filing statement relating to the charge.
      (4) The certificate must state–
      (a) the registered name and number of the company in respect of which the charge was registered, and
      (b) the unique reference code allocated to the charge.
      (5) The certificate must be signed by the Registrar or authenticated by the Registrar’s official seal.
      (6) In the case of registration under section 784 or 785, the certificate is conclusive evidence that the documents required by the section concerned were delivered to the Registrar before the end of the relevant period allowed for delivery.
      (7) “The relevant period allowed for delivery” is–
      (a) the period allowed for delivery under the section in question, or
      (b) if an order under section 789(3) has been made, the period allowed by the order.

    • 793. Registration Of Enforcement Of Security

      (1) Subsection (2) applies where a person–
      (a) obtains an order for the appointment of a receiver or manager of a company’s property or undertaking, or
      (b) appoints such a receiver or manager under powers contained in an instrument.
      (2) The person must, within 14 days of the order or of the appointment under those powers–
      (a) give notice to the Registrar of that fact, and
      (b) if the order was obtained, or the appointment made, by virtue of a registered charge held by the person give the Registrar a notice containing–
      (i) in the case of a charge created before the effective date, the information specified in subsection (4),
      (ii) in the case of a charge created on or after the effective date, the unique reference code allocated to the charge.
      (3) Where a person appointed receiver or manager of a company’s property or undertaking under powers contained in an instrument ceases to act as such a receiver or manager, the person must, on so ceasing–
      (a) give notice to the Registrar of that fact, and
      (b) give the Registrar a notice containing–
      (i) in the case of a charge created before the effective date, the information specified in subsection (4), or
      (ii) in the case of a charge created on or after the effective date, the unique reference code allocated to the charge.
      (4) The information referred to in subsections (2)(b)(i) and (3)(b)(i) is–
      (a) the date of the creation of the charge,
      (b) a description of the instrument (if any) creating or evidencing the charge,
      (c) short particulars of the property or undertaking charged.
      (5) The Registrar must include in the register–
      (a) a fact of which notice is given under subsection (2)(a), and
      (b) a fact of which notice is given under subsection (3)(a).
      (6) A person who makes default in complying with the requirements of subsection (2) of this section commits a contravention of these Regulations.
      (7) A person who commits a contravention referred to in subsection (6) is liable to a fine of up to level 4.
      (8) A person who makes default in complying with the requirements of subsection (3) of this section commits a contravention of these Regulations.
      (9) A person who commits a contravention referred to in subsection (8) is liable to a level 2 fine.
      (10) This section applies only to a receiver or manager appointed–
      (a) by a Court in the Abu Dhabi Global Market, or
      (b) under an instrument governed by the law of the Abu Dhabi Global Market.

    • 794. Entries Of Satisfaction And Release

      (1) Subsection (5) applies if the statement set out in subsection (2) and the particulars set out in subsection (4) are delivered to the Registrar with respect to a registered charge.
      (2) The statement referred to in subsection (1) is a statement to the effect that–
      (a) the debt for which the charge was given has been paid or satisfied in whole or in part, or
      (b) all or part of the property or undertaking charged–
      (i) has been released from the charge, or
      (ii) has ceased to form part of the company’s property or undertaking.
      (3) Where a statement within subsection (2)(b) relates to part only of the property or undertaking charged, the statement must include a short description of that part.
      (4) The particulars referred to in subsection (1) are–
      (a) the name and address of the person delivering the statement and an indication of their interest in the charge,
      (b) the registered name and number of the company that–
      (i) created the charge (in a case within section 784 or 785), or
      (ii) acquired the property or undertaking subject to the charge (in a case within section 786),
      (c) in respect of a charge created before the effective date –
      (i) the date of creation of the charge,
      (ii) a description of the instrument (if any) by which the charge is created or evidenced,
      (iii) short particulars of the property or undertaking charged,
      (d) in respect of a charge created on or after the effective date, the unique reference code allocated to the charge.
      (5) The Registrar must include in the register–
      (a) a statement of satisfaction in whole or in part, or
      (b) a statement of the fact that all or part of the property or undertaking has been released from the charge or has ceased to form part of the company’s property or undertaking (as the case may be).

    • 795. Rectification Of Register

      (1) Subsection (3) applies if the Court is satisfied that–
      (a) there has been an omission or mis-statement in any statement or notice delivered to the Registrar in accordance with this Chapter, and
      (b) the requirement in subsection (2) is met.
      (2) The requirement is that the Court is satisfied–
      (a) that the omission or mis-statement–
      (i) was accidental or due to inadvertence or to some other sufficient cause, or
      (ii) is not of a nature to prejudice the position of creditors or shareholders of the company, or
      (ii) is not of a nature to prejudice the position of creditors or shareholders of the company, or
      (3) The Court may, on the application of the company or a person interested, and on such terms and conditions as seem to the Court just and expedient, order that the omission or mis-statement be rectified.
      (4) A copy of the Court’s order must be sent by the applicant to the Registrar for registration.

    • 796. Replacement Of Instrument Or Debenture

      (1) Subsection (2) applies if the Court is satisfied that–
      (a) a copy of an instrument or debenture delivered to the Registrar under this Chapter contains material which could have been omitted under section 790,
      (b) the wrong instrument or debenture was delivered to the Registrar, or
      (c) the copy was defective.
      (2) The Court may, on the application of the company or a person interested, and on such terms and conditions as seem to the Court just and expedient, order that the copy of the instrument or debenture be removed from the register and replaced.
      (3) A copy of the Court’s order must be sent by the applicant to the Registrar for registration.

    • 797. Companies To Keep Copies Of Instruments Creating And Amending Charges

      (1) A company must keep available for inspection a copy of every–
      (a) instrument creating a charge capable of registration under this Chapter, and
      (b) instrument effecting any variation or amendment of such a charge.
      (2) In the case of a charge contained in a series of uniform debentures, a copy of one of the debentures of the series is sufficient for the purposes of subsection (1)(a).
      (3) If the particulars referred to in section 787(1) or the particulars of the property or undertaking charged are not contained in the instrument creating the charge, but are instead contained in other documents which are referred to in or otherwise incorporated into the instrument, then the company must also keep available for inspection a copy of those other documents.
      (4) It is sufficient for the purposes of subsection (1)(a) if the company keeps a copy of the instrument in the form delivered to the Registrar under section 784(3), 785(3) or (4) or 786(3).
      (5) Where a translation has been delivered to the Registrar in accordance with Part 32, the company must keep available for inspection a copy of the translation.

    • 798. Instruments Creating Charges To Be Available For Inspection

      (1) This section applies to documents required to be kept available for inspection under section 797 (copies of instruments creating and amending charges).
      (2) The documents 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).
      (3) The company must give notice to the Registrar–
      (a) of the place at which the documents 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.
      (4) The documents must be open to the inspection–
      (a) of any creditor or member of the company, without charge, and
      (b) of any other person, on payment of such fee as may be prescribed.
      (5) A person who makes default in complying with the requirements of subsection (2) or (3) of this section commits a contravention of these Regulations.
      (6) A person who commits the contravention referred to in subsection (5) is liable to a level 2 fine.
      (7) If default is made for 14 days in complying with subsection (3) or an inspection required under subsection (4) is refused, a contravention of these Regulations is committed by–
      (a) the company, and
      (b) every officer of the company who is in default.
      (8) A person who commits the contravention referred to in in subsection (7) is liable to a fine of up to level 4.
      (9) If an inspection required under subsection (4) is refused the Court may by order compel an immediate inspection.
      (10) Where the company and a person wishing to carry out an inspection under subsection (4) agree, the inspection may be carried out by electronic means.

    • 799. Notice Of Matters Disclosed On The Register

      A person taking a charge over a company’s property shall be taken to have notice of another charge disclosed on the register at the time the charge is created.