• Companies Regulations Rules

    • Companies Regulations (Auditors) Rules 2022

      Date of Adoption: 18 April 2022

      • PART 1 PART 1 – APPLICATION AND DEFINITIONS

        • 1. Citation, Commencement and Interpretation

          (1) These Rules may be cited as the Companies Regulations (Auditors) Rules 2022.
          (2) These Rules will come into force on the date of their publication.
          (3) In these Rules, the "Companies Regulations" means the Companies Regulations 2020 (as amended).
          (4) Defined terms used in these Rules and their meanings are contained in Schedule 1.
          (5) Unless the context otherwise requires-
          (a) references to sections are to sections of the Companies Regulations;
          (b) a reference to a "Rule" or "Rules" is a reference to these Rules and a reference to a numbered Rule, Part or Schedule is to the relevant Rule, Part or Schedule of these Rules; and
          (c) words in the singular include the plural and vice versa and a reference to a gender includes references to all genders.
          (6) The Rules will only apply as set out in Schedule 2 and the repeals of subordinate legislation set out in Schedule 2 takes effect as so set out.
          (7) The Companies Regulations (Auditors) Rules 2021 are repealed.

        • 2. Application of these Rules

          These Rules apply in respect of:

          (a) an Auditor Applicant;
          (b) a Registered Auditor;
          (c) an Audit Principal Applicant; and
          (d) a Registered Audit Principal.

        • 3. Transitional and Saving Provisions

          Transitional and saving provisions in respect of the commencement of these Rules are set out in Schedule 2 to these Rules.

      • PART 2 PART 2 – THE REGISTERS

        • 4. Registered Auditors

          (1) The Registrar must keep a Register of Registered Auditors in electronic form which will contain in respect of each Registered Auditor:
          (a) its name and registered address;
          (b) its registered number and the date of its entry in such register;
          (c) the address of each of its offices (other than its registered address) from which it carries out audit work in the Abu Dhabi Global Market;
          (d) information as to how the Registered Auditor is to be contacted and the primary contact person at the Registered Auditor;
          (e) its website address;
          (f) any Additional Permits held by the Registered Auditor;
          (g) the name and business address of each Registered Audit Principal appointed by the Registered Auditor who is responsible for any audit work to be carried out by the Registered Auditor in the Abu Dhabi Global Market and any Additional Permits held by each such Registered Audit Principal;
          (h) the name and address of the Recognised Professional Body or Bodies of which the Registered Auditor is recorded as being a member and any registration number which such body has allocated to it; and
          (i) the name and address of any authority or body outside of the Abu Dhabi Global Market which has authorised or licensed the Registered Auditor to conduct any audit work.
          (2) The Registrar must keep a Register of Registered Audit Principals in electronic form which may be combined with, or form a part of, the Register of Registered Auditors kept by the Registrar under Rule 4 and will contain in respect of each Registered Audit Principal:
          (a) the Registered Audit Principal's name;
          (b) the name, address and registered number recorded in the Register kept under Rule 4 (1)(a) and (b) in respect of the Registered Auditor which has appointed the Registered Audit Principal to be responsible for any audit work in the Abu Dhabi Global Market;
          (c) any Additional Permits held by the Registered Audit Principal;
          (d) the name and address of the Recognised Professional Body of which the Registered Audit Principal is a member and any registration number which such body has allocated to the Registered Audit Principal; and
          (e) the name and address of any authority or body outside of the Abu Dhabi Global Market which has authorised the Registered Audit Principal to conduct any audit work.

        • 5. Maintenance and Inspection of the Register

          (1) The Registrar has responsibility for keeping the Registers in accordance with these Rules and making them available for inspection by electronic means.
          (2) The Registrar must update the Register to reflect:
          (a) any change in the details of a Registered Auditor or Registered Audit Principal notified to the Registrar in respect of that Registered Auditor or Registered Audit Principal;
          (b) any withdrawal of the registration or Additional Permits under these Rules of a Registered Auditor or Registered Auditor Principal; and
          (c) such other matters as the Registrar may determine to be appropriate for entry on the Register.
          (3) Each Registered Auditor and each Registered Audit Principal must co-operate with the Registrar for the purpose of ensuring that the Registrar enters on the Register the information required by these Rules in respect of such Registered Auditor or Registered Audit Principal.
          (4) Each Registered Auditor and each Registered Audit Principal must:
          (a) send to the Registrar (in electronic form as prescribed by the Registrar from time to time) for entry on the Register any changes to the information referred to in Rule 5.3 above; and
          (b) take reasonable care to ensure that the information provided by it or him to the Registrar under these Rules is accurate and correct and that, in the case of information required under Rule 5.3 above, it is sent to the Registrar within the period of 10 business days beginning with the day on which it, he or she becomes aware of the relevant change.
          (5) The Registrar must provide facilities by which any person may inspect the Register by electronic means, at any reasonable time during a business day.
          (6) Any person inspecting the Register through the facilities referred to in Rule 5.5 above may require a copy of any entry on the Register relating to a particular individual or firm on the payment of such fee as prescribed in Schedule 3.

      • PART 3 PART 3 – REGISTRATION OF REGISTERED AUDITORS

        • 6. Application for Registration

          (1) An application for registration as a Registered Auditor may only be made to the Registrar by:
          (a) a body corporate; or
          (b) a partnership.
          (2) An Auditor Applicant must:
          (a) complete an application in the form provided by the Registrar from time to time in accordance with the requirements of these Rules and submit to the Registrar that application and such other information in writing as may be required by the Registrar; and
          (b) pay such fee or fees in connection with the application as set out in Schedule 3 to these Rules.
          (3) The Registrar may, in the course of the application:
          (a) require the Auditor Applicant to answer any enquiries the Registrar considers necessary, and may make such other enquiries in connection with the application, including enquiries independent of the Auditor Applicant, as the Registrar considers desirable;
          (b) require the Auditor Applicant to provide additional information;
          (c) take into account any information the Registrar considers relevant;
          (d) require the Auditor Applicant to provide information on how the Auditor Applicant intends to ensure compliance with these Rules or the Companies Regulations or any other applicable law or regulation relevant to the provision of any Audit Service in the Abu Dhabi Global Market; and
          (e) require any information provided by or on behalf of the Auditor Applicant to be verified in any way that the Registrar specifies.

        • 7. Criteria for Registration

          (1) An Auditor Applicant must be able to demonstrate to the Registrar's satisfaction that it satisfies the following criteria (the "Registered Auditor Criteria"), namely that it:
          (a) is fit and proper to be registered and to act as a Registered Auditor;
          (b) has professional indemnity insurance as required under Rule 22(1);
          (c) has adequate systems, procedures and controls to ensure due compliance with, and to the extent that it has already carried out any work as an auditor, has complied with (as applicable):
          (i) the International Standards on Auditing;
          (ii) the International Standards on Quality Control;
          (iii) the Code of Ethics;
          (iv) the Principles for Registered Auditors; and
          (v) any other relevant international standards and norms as specified by the Registrar from time to time;
          (d) has clear and comprehensive policies and procedures relating to compliance with all applicable legal requirements, including those in the Companies Regulations 2020, these Rules, Anti-Money Laundering and Sanctions Rules and Guidance (AML) and other relevant regulations and rules, when providing audit services;
          (e) has adequate resources to implement those policies and procedures and monitor that they are operating effectively at all times and as intended;
          (f) is controlled by a majority of individuals who hold Recognised Professional Qualifications;
          (g) has identified at least one or more appropriate individuals, who will be appointed by it to undertake the responsibilities of a Registered Audit Principal and in respect of whom an application for registration as an Audit Principal is also being made in conjunction with the application for registration of the Auditor Applicant as a Registered Auditor; and
          (h) has complied with any other requirement specified by the Registrar.
          (2) For the purposes of Rule (f) "majority" means:
          (a) where under the Registered Auditor's constitution matters are decided on by the exercise of voting rights, a majority of the rights to vote on all, or substantially all, matters; or
          (b) in any other case a majority of the persons having rights under the constitution of the Auditor Applicant to enable them to direct its overall policy or alter its constitution.
          (3) For the purposes of assessing whether an Auditor Applicant satisfies the Registered Auditor Criteria, the Registrar may consider:
          (a) the Auditor Applicant's:
          (i) application and submissions;
          (ii) background and history;
          (iii) ownership and Group structure;
          (iv) resources, including human and technological;
          (b) whether the Auditor Applicant's affairs are likely to be conducted and managed in a sound and prudent manner; and
          (c) any other matter considered relevant by the Registrar.

        • 8. Registrar's Powers with respect to Registration

          The Registrar may:

          (a) grant registration as a Registered Auditor;
          (b) grant registration as a Registered Auditor subject to such restrictions and conditions as it may determine; or
          (c) refuse to grant registration as a Registered Auditor. A refusal to grant registration as a Registered Auditor is deemed to constitute a refusal to grant any Additional Permit applied for at the same time as the application for registration.

      • PART 4 PART 4 – REGISTRATION OF REGISTERED AUDIT PRINCIPALS

        • 9. Application for Registration

          (1) An application for registration as a Registered Audit Principal may only be made to the Registrar by a natural person.
          (2) When applying for registration as a Registered Audit Principal, the Audit Principal Applicant and the relevant Registered Auditor or Auditor Applicant must:
          (a) complete and submit applications in the form provided by the Registrar from time to time in accordance with the requirements of these Rules, supported by such additional materials as may be required by the Registrar;
          (b) and pay such fee or fees in connection with such applications as may be prescribed by the Registrar.
          (3) The Registrar may, in the course of the application:
          (a) require the Audit Principal Applicant, relevant Registered Auditor or Auditor Applicant to answer any enquiries the Registrar considers necessary, including enquiries independent of the Audit Principal Applicant and the relevant Registered Auditor or Auditor Applicant;
          (b) require the Audit Principal Applicant and the relevant Registered Auditor or Auditor Applicant to provide additional information;
          (c) take into account any information the Registrar considers relevant;
          (d) require the Audit Principal Applicant and the relevant Registered Auditor or Auditor Applicant to provide information on how they intend to ensure compliance with these Rules or the Companies Regulations or any other applicable law or regulation relevant to the provision of any Audit Service in the Abu Dhabi Global Market; and
          (e) require any information provided by the Audit Principal Applicant or the relevant Registered Auditor or Auditor Applicant to be verified in any way that the Registrar specifies.

        • 10. Criteria for Registration

          An Audit Principal Applicant must be able to demonstrate to the Registrar's satisfaction that he or she satisfies the following criteria (the "Registered Audit Principal Criteria"):

          (a) is fit and proper to be registered and to act as a Registered Audit Principal;
          (b) holds a Recognised Professional Qualification recognised by the Registrar;
          (c) is a member in good standing of a Recognised Professional Body;
          (d) is willing to comply with, and to the extent that he or she has already carried out any work as a Registered Audit Principal, has complied with, the Registered Audit Principal Principles; and
          (e) has at least 5 years of relevant post qualification audit experience in the past 7 years, including at least 2 years of experience in a managerial role supervising and finalising audits of the type he or she is applying for.

        • 11. Registrar's Powers with respect to Registration

          The Registrar may:

          (a) grant registration as a Registered Audit Principal;
          (b) grant registration as a Registered Audit Principal subject to such restrictions and conditions as it may determine; or
          (c) refuse to grant registration as a Registered Audit Principal. A refusal to grant registration as a Registered Audit Principal is deemed to constitute a refusal to grant any Additional Permit applied for at the same time as the application for registration.

      • PART 5 PART 5 – ADDITIONAL PERMITS

        • 12. Public Audit Permits

          (1) No Registered Auditor may be appointed or act as an auditor of a public interest entity, and no Registered Audit Principal may be appointed or act as an Audit Principal of a public interest entity, unless such Registered Auditor or Registered Audit Principal holds a Public Audit Permit.
          (2) An application for a Public Audit Permit may only be made to the Registrar by a:
          (a) Registered Auditor, or by an Audit Applicant at the same time as the application for registration as a Registered Auditor; or
          (b) Registered Audit Principal, or by an Audit Principal Applicant at the same time as the application for registration as a Registered Audit Principal.

        • 13. FI Audit Permits

          (1) No Registered Auditor may be appointed or act as an auditor of a Financial Institution, and no Registered Audit Principal may be appointed or act as an Audit Principal of a Financial Institution unless the Registered Auditor or Registered Audit Principal holds a FI Audit Permit.
          (2) An application for an FI Audit Permit may only be made to the Registrar by a:
          (a) Registered Auditor or by an Auditor Applicant at the same time as it applies for registration as a Registered Auditor; or
          (b) Registered Audit Principal or by an Audit Principal Applicant at the same time he or she applies for registration as a Registered Audit Principal.

        • 14. Additional Permit Application Process

          (1) A Permit Applicant must:
          (a) complete an application in the form provided by the Registrar from time to time in accordance with the requirements of these Rules and submit to the Registrar that application and such other information in writing as may be required by to the Registrar; and
          (b) pay such fee or fees in connection with the application as set out in Schedule 3 to these Rules.
          (2) The Registrar may, in the course of the application:
          (a) require the Permit Applicant to answer any enquiries the Registrar considers necessary, and may make such other enquiries in connection with the application, including enquiries independent of the Permit Applicant, as the Registrar considers desirable;
          (b) require the Permit Applicant to provide additional information;
          (c) take into account any information the Registrar considers relevant;
          (d) require the Permit Applicant to provide information on how the Permit Applicant intends to ensure compliance with these Rules or the Companies Regulations or any other applicable law or regulation relevant to the provision of any Audit Service in the Abu Dhabi Global Market; and
          (e) require any information provided by or on behalf of the Permit Applicant to be verified in any way that the Registrar specifies.

        • 15. Criteria for granting an Additional Permit

          (1) An Additional Permit may only be granted if the Permit Applicant is able to demonstrate to the Registrar's satisfaction that it, he or she satisfies the following criteria (the "Additional Permit Criteria"):
          (a) it is fit and proper to be registered and to act as a Registered Auditor or a Registered Audit Principal for public interest entities or Financial Institutions, as appropriate;
          (b) it has professional indemnity insurance as required under Rule 22 at a level appropriate for Registered Auditors and Registered Audit Principals of public interest entities or Financial Institutions, as appropriate;
          (c) where the Permit Applicant is a Registered Auditor or Auditor Applicant:
          (i) it has adequate systems, procedures and controls to ensure due compliance with, and to the extent that it has already carried out any work as an auditor for public interest entities or Financial Institutions, as appropriate, has complied with any other relevant international standards and norms appropriate for auditors of public interest entities or Financial Institutions, as appropriate, as specified by the Registrar from time to time,
          (ii) has clear and comprehensive policies and procedures relating to compliance with all applicable legal requirements, including those in the Companies Regulations, these Rules, Anti-Money Laundering and Sanctions Rules and Guidance (AML) and other relevant regulations and rules, when providing audit services, in each case at a level appropriate for auditors of public interest entities or Financial Institutions, as appropriate;
          (iii) it has adequate resources to implement those policies and procedures and monitor that they are operating effectively at all times and as intended at a level appropriate for auditors of public interest entities or Financial Institutions, as appropriate;
          (iv) it has appointed one or more Registered Audit Principals that holds, or has applied at the same time for, that same Additional Permit;
          (d) where the Permit Applicant is a Registered Audit Principal or Audit Principal Applicant:
          (i) it is willing to comply with, and to the extent that he or she has already carried out any work as a Registered Audit Principal, has complied with, the Registered Audit Principal Principles at a level appropriate for audit principals of public interest entities or Financial Institutions, as appropriate;
          (ii) it has at least 5 years of relevant post qualification audit experience in the past 7 years, including at least 2 years of experience in a managerial role supervising and finalising audits of public interest entities or Financial Institutions, as appropriate; and
          (e) it has complied with any other requirement specified by the Registrar.
          (2) For the purposes of assessing whether a Permit Applicant satisfies the requirements Additional Permit Criteria, the Registrar may consider:
          (a) the Permit Applicant's:
          (i) application and submissions;
          (ii) background and history;
          (iii) ownership and Group structure;
          (iv) resources, including human and technological;
          (b) whether the Permit Applicant's affairs are likely to be conducted and managed in a sound and prudent manner; and
          (c) any other matter considered relevant by the Registrar.

        • 16. Registrar's Powers with respect to granting Additional Permits

          The Registrar may:

          (a) grant an Additional Permit;
          (b) grant an Additional Permit subject to such restrictions and conditions as it may determine; or
          (c) refuse to grant an Additional Permit.

      • PART 6 PART 6 – PRINCIPLES

        • 17. Principles for Registered Auditors and Registered Audit Principals

          (1) These principles apply to every Registered Auditor and Registered Audit Principal:
          (a) Integrity – a Registered Auditor and a Registered Audit Principal must be straightforward and honest in all professional and business relationships, behaving with integrity and fairness in all their dealings, maintain high standards of ethical behavior and professional practice and take care to avoid any behavior or actions that might reasonably be expected to risk bringing discredit to their profession.
          (b) Due skill, care and diligence – a Registered Auditor and Registered Audit Principal must always:
          (i) be objective in all professional and business judgments reached when carrying out any audit work;
          (ii) only undertake work that they are competent and qualified to perform; ensure that they maintain and regularly update their professional knowledge and skill, by providing or attending appropriate training and development or accessing appropriate professional and technical knowledge resources;
          (iii) ensure that all work carried out by them is performed diligently, competently and in accordance with all relevant technical and professional standards; and
          (iv) ensure that they behave and act in a way that is fully compliant with all applicable or relevant laws and regulations professionally.
          (c) Confidentiality - a Registered Auditor and Registered Audit Principal must respect the confidentiality of information acquired as a result of professional and business relationships and not disclose any such information to third parties without proper and specific authority, unless there is a legal or professional right or duty to disclose, nor must they use the information for the personal advantage of the Registered Auditor, Registered Audit Principal or third parties.
          (d) Conflicts of Interest – a Registered Auditor and a Registered Audit Principal must not accept any appointment or engagement with respect to any Audit Service or otherwise perform any audit work if they have, or may reasonably be perceived to have, any interest that is likely to conflict with, or prevent them, providing any Audit Service or conducting any audit in accordance with the Code of Ethics and otherwise in accordance with the requirements of these Rules and all other applicable legal requirements.
          (e) Relations with the Registrar - Registered Auditors and Registered Audit Principals must deal with the Registrar in an open and co-operative manner and must promptly disclose to the Registrar any information which the Registrar requires or which the Registrar would otherwise reasonably expect to be notified.

        • 18. Additional Principles for Registered Auditors

          These additional principles apply to every Registered Auditor:

          (a) Management, systems and controls – a Registered Auditor must at all times have in place such members of a senior management team with appropriate experience and competence and a management structure (taking into account the relative size of such Registered Auditor) and such internal control, monitoring, compliance and risk management systems, controls and policies as are reasonably required to enable the Registered Auditor to act in compliance with these Rules.
          (b) Resources – a Registered Auditor must at all times ensure that it has access to all such resources, whether financial, professional, IT, security or otherwise, as may be required to enable it to perform or conduct any audit work and otherwise to act in compliance with and to the standard required by, these Rules.

        • 19. Principles for Additional Permit Holders

          (1) In assessing whether a Registered Auditor or Registered Audit Principal that holds one or both Additional Permits has complied with the principles contained in Rules 17 and 18 (as applicable), the Registrar may have regard to the higher standards that are expected of an auditor or audit principal carrying out the type of work associated with the Additional Permit(s) held.
          (2) In addition to those principles contained in Rules 17 and 18, a Registered Auditor or Registered Audit Principal (as applicable) who holds one or both Additional Permits is prohibited from providing to any person to whom it provides an Audit Service, any of the following services:
          (a) tax services;
          (b) management, compliance, finance of risk functions;
          (c) the internal audit function;
          (d) the preparation of accounting records or financial statements; and
          (e) valuation, legal or human resources services.

      • PART 7 PART 7 – GENERAL OBLIGATIONS OF REGISTERED AUDITORS AND REGISTERED AUDIT PRINCIPALS

        • 20. Continuing Obligations of Registered Auditors and Registered Audit Principals

          (1) To remain registered, and (if applicable) to continue holding one or both Additional Permits, a Registered Auditor and Registered Audit Principal must comply on a continuing basis with:
          (a) the Registered Auditor Criteria or Registered Audit Principal Criteria as appropriate;
          (b) with respect to Registered Auditors or Registered Audit Principals holding one or both Additional Permits, the relevant Additional Permit Criteria; and
          (c) the applicable Principles as set out in Rule 17.
          (2) The Registrar may require a Registered Auditor that has not recently conducted any audit work under its registration to provide other examples of audit work it has carried out, including outside the Abu Dhabi Global Market, if appropriate, in order to demonstrate to the Registrar that it is still able to meet its continuing obligations.

        • 21. Employees' Suitability and Continuing Professional Development

          (1) A Registered Auditor must at all times maintain the appointment of at least one individual employed by it, or otherwise working for it, to undertake the responsibilities of a Registered Audit Principal.
          (2) A Registered Auditor holding one or more Additional Permits must at all times appoint at least one individual employed by it, or otherwise working for it, who holds the same category of Additional Permit(s) to undertake the responsibilities of a Registered Audit Principal with respect to Audit Services provided by the Registered Auditor pursuant to its Additional Permit(s).
          (3) A Registered Auditor must ensure that all Employees, including its Registered Audit Principal(s), engaged in audit work:
          (a) remain fit and proper to carry out their role; and
          (b) undertake continuing professional development in accordance with the requirements of:
          (i) the Recognised Professional Body of which the Employee is a member;
          (ii) any applicable internal standards of the Registered Auditor; and
          (iii) any direction given by the Registrar.
          (4) A Registered Auditor must maintain records of continuing professional development undertaken by Employees, including its Registered Audit Principals.

        • 22. Professional Indemnity Insurance

          (1) A Registered Auditor must:
          (a) at all times hold adequate and appropriate professional indemnity insurance, which covers all types of civil liability arising in connection with the conduct of the Registered Auditor's business by Employees, including its Registered Audit Principals and which is acceptable to the Registrar.
          (b) arrange to hold appropriate run off cover that covers a period of 2 years after its registration as a Registered Auditor is withdrawn.
          (2) A Registered Auditor must, annually, provide to the Registrar information relating to the Registered Auditor's professional indemnity insurance policy, including the terms and duration of, and any claims made under, the policy.
          (3) A Registered Auditor must maintain proper records and all relevant information relating to:
          (a) its professional indemnity insurance, including the terms of cover and its duration;
          (b) how it established the adequacy and appropriateness of the cover for the purposes of Rule 22(1); and
          (c) insurance claims made under its professional indemnity insurance policy.
          (4) A Registered Auditor must, upon a request by the Registrar, provide to the Registrar promptly the information referred to in Rule 22(3).

        • 23. Working Papers

          (1) A Registered Auditor must, subject to Rule 23(2), maintain sufficient Working Papers, for every audit conducted pursuant to its registration (whether or not an auditor's opinion is issued) to:
          (a) facilitate the proper performance of its functions and duties under these Rules; and
          (b) be able to demonstrate to the Registrar that it properly performed its functions and duties and that the audit was carried out in accordance with these Rules.
          (2) If a Registered Auditor:
          (a) provides Audit Services to a company which is part of a Group; and
          (b) in providing those Audit Services, relies on Working Papers relating to the Group or to another member of the Group, including Working Papers prepared by another auditor,
          it is not required to maintain a copy of the Working Papers referred to in Rule 23(2)(b) but must ensure that a copy of those Working Papers is readily accessible to it.
          (3) A Registered Auditor must, upon request by the Registrar, provide to the Registrar promptly copies of Working Papers referred to in Rule 23(1) and Rule 23(2).

        • 24. Records

          (1) A Registered Auditor must maintain the records referred to in this chapter for a period of at least 7 years from the date of completion of each audit carried out. These records include, but are not limited to:
          (a) documents used to demonstrate to the Registrar that the Auditor Applicant has satisfied the Registered Auditor Criteria and the Principles for Registered Auditors.
          (b) employees' suitability and continuing profession development obligations as set out in Rule 21(3);
          (c) professional indemnity obligations;
          (d) Working Papers;
          (e) all correspondence between an audit client and any other party in relation to providing audit services; and
          (f) all opinions of the auditor.
          (2) The records, however stored, must be capable of production in English, on paper, and within 3 business days, if requested by the Registrar.

        • 25. Notification of Changes and Events

          (1) A Registered Auditor must provide the Registrar with reasonable advance notice of any change in:
          (a) the Registered Auditor's name;
          (b) any business or trading name under which the Registered Auditor carries on its business;
          (c) the legal nature of the Registered Auditor;
          (d) its registered office or head office address;
          (e) the details of any other branches or offices of the Registered Auditor;
          (f) the details of any affiliated offices; and
          (g) its Registered Audit Principals.
          (2) A Registered Auditor must notify the Registrar immediately if it becomes aware, or has reasonable grounds to believe, that any of the following matters may have occurred or may be about to occur:
          (a) the Registered Auditor fails to satisfy any of its continuing obligations in this Rule 25;
          (b) any of its Registered Audit Principals fails to satisfy any of its continuing obligations in this Rule 25;
          (c) the Registered Auditor or any of its Registered Audit Principals fails to comply with their obligations under laws applicable in the Abu Dhabi Global Market;
          (d) any claim is made against the Registered Auditor relating to the provision of Audit Services, including but not limited to, a claim lodged against the Registered Auditor's professional indemnity insurance policy;
          (e) the Registered Auditor or any of its Employees, including its Registered Audit Principals, breaches any of these Rules or any terms of any Additional Permit;
          (f) the Registered Auditor or any of its Employees, including its Registered Audit Principals, breaches any other requirement imposed by any applicable law relating to the provision of any Audit Services; or
          (g) there is a significant failure in the Registered Auditor's systems or controls.
          (3) A Registered Auditor must notify the Registrar immediately of:
          (a) the grant or refusal of any application for, or revocation of, authorisation of the Registered Auditor or of any of its Registered Audit Principals to carry on audit services in any jurisdiction outside the Abu Dhabi Global Market;
          (b) the Registered Auditor becoming aware that a government or other regulatory body (including a self-regulatory body) exercising powers and performing functions related to the regulation of auditors has started an investigation into the conduct of the Registered Auditor or of any of its Registered Audit Principals;
          (c) the appointment of inspectors, however named, by a governmental or other regulatory body (including a self-regulatory body) exercising powers and performing functions related to the regulation of auditors, to investigate the affairs of the Registered Auditor or any of its Registered Audit Principals; or
          (d) the imposition of disciplinary measures or sanctions on the Registered Auditor or any of its Registered Audit Principals in relation to its conduct of audit work by a government or other regulatory body (including a self-regulatory body) exercising powers and performing functions related to the regulation of auditors.

        • 26. Notice of Resignation of Removal of Registered Auditor

          A Registered Auditor must notify the Registrar in writing within seven days in writing if it of resigning or being removed as an auditor of any Financial Institution or public interest entity. Such notification must include details of the relevant Financial Institution or public interest entity and senior management involved, any significant concerns which have previously been raised by the Auditor and any failure by that Financial Institution or public interest entity to address or resolve the concerns.

        • 27. Communication with the Registrar

          Each Registered Auditor and Registered Audit Principal must:

          (a) communicate with the Registrar in the English language;
          (b) co-operate with any investigations or enquiries undertaken, and provide such information and confirmations as may be requested, by the Registrar for any of the purposes of these Rules or for monitoring or ensuring compliance with the terms of any Additional Permits held by it or, in the case of a Registered Auditor, held by any Registered Audit Principal appointed by it;
          (c) ensure that all information provided by, or on behalf of, it to the Registrar is not false, misleading or deceptive; and
          (d) not conceal any information where the concealment of such information is likely to mislead or deceive the Registrar.

        • 28. Annual Auditor Return

          Effective from 1 May 2022, each Registered Auditor must provide to the Registrar, in such form as the Registrar may require, an "Annual Auditor Return" by the end of April each year. The Annual Auditor Return must cover the period from 1 January to 31 December of the preceding year and must include:

          (a) details of all licensed persons (as such term is defined in the Commercial Licensing Regulations 2015) for whom it has been appointed or acted as an auditor during the period of 12 months preceding the date of such Annual Auditor Return; and
          (b) confirmation that, to the best of its information, knowledge and belief and save as may be disclosed in such Annual Auditor Return, the Registered Auditor and all of its Registered Audit Principals have complied with all applicable requirements of these Rules and any applicable Additional Permits.

        • 29. Disclosure of Regulatory Status

          A Registered Auditor must not:

          (a) misrepresent its registered status, or its Additional Permit status, under these Rules, expressly or by implication; or
          (b) use or reproduce any logos of the Registrar or the Abu Dhabi Global Market without express written permission from the Registrar and in accordance with any conditions for use imposed by the Registrar.

        • 30. Additional Continuing Obligations for Holders of Additional Permits

          (1) A Registered Auditor which holds an Additional Permit, with respect to any public interest entity or Financial Institution for which it has been appointed Registered Auditor, must:
          (a) apply for reappointment as Registered Auditor after 10 years, or such shorter period as may be provided for under the Code of Ethics; and
          (b) not consent to an appointment or continue to act as the Registered Auditor after 20 years, or such shorter period as may be provided for under the Code of Ethics.
          (2) A Registered Audit Principal which holds an Additional Permit, with respect to any public interest entity or Financial Institution for which it has been appointed Registered Audit Principal, must not consent to an appointment or continue to act as the Registered Audit Principal after 5 years, or such shorter period as may be provided for under the Code of Ethics.

      • PART 8 PART 8 – CONDUCT OF AUDITS AND PREPARATION OF AUDIT REPORTS

        • 31. Conduct of Audits and Contents of Audit Reports

          (1) An Auditor must conduct an audit, and prepare the contents of any relevant audit report, referred to in these Rules, in accordance with the standards in the following tables:
          (a) Registered Auditors:
          Type of Company Relevant Standards Report Contents
          All non-exempt companies International Standards on Auditing

          Companies Regulations 2020, Part 15
          International Standards on Auditing 700

          Companies Regulations 2020, Part 15, Chapter 3, sections 467 to 469
          (b) Auditors of public interest entities:
          Type of Company Additional Relevant Standards Report Contents
          Public Listed Companies MKT 10 MKT 10.2.7
          (c) Auditors of Financial Institutions:
          Type of Company Additional Relevant Standards Report Contents
          Financial Institutions GEN 6 GEN 6.6
          Safe Custody Firms COBS 15.10 GEN 6.6.7
          Islamic Finance Firms IFR 4 GEN 6
          Insurance Firms PIN 6.5 PIN 6.5.3
          Funds FUNDS 16 FUNDS 16.3.8

           

          (2) A Registered Auditor must ensure that every audit report produced by it includes the name of its Registered Audit Principal with primary responsibility for the Audit Service provided with respect to the relevant audit report and for signing such report.
          (3) An individual referred to in Rule 21(2) is not by reason of being named in an audit report in accordance with Rule 0 32(2), subject to any civil liability to which he or she would not otherwise be subject.

      • PART 9 PART 9 – POWERS OF THE REGISTRAR

        • 32. Registration, Licensing and Supervision

          (1) The Registrar is responsible for:
          (a) the public oversight of Registered Auditors and Registered Audit Principals under these Rules;
          (b) assessing, and making decisions with respect to, any application under these Rules;
          (c) determining how the continuing obligations for Registered Auditors and Registered Audit Principals are to be applied in practice (including provision for securing compliance with those standards);
          (d) determining whether Registered Auditors and Registered Audit Principals have complied with their ongoing obligations under these Rules;
          (e) registration and licensing of Registered Auditors and Registered Audit Principals, including any Additional Permits held;
          (f) keeping the Register and making them available for inspection;
          (g) monitoring (including by means of inspections) Registered Auditors and Registered Audit Principals;
          (h) investigating any apparent breaches of these Rules or terms of any Additional Permit; and
          (i) imposing and enforcing sanctions.
          (2) The Registrar will publish an annual report on the monitoring activities it undertakes of Registered Auditors and Registered Audit Principals.

        • 33. Sanctions

          (1) If the Registrar considers that a Registered Auditor or Registered Audit Principal (a "Relevant Entity") has contravened a relevant requirement, it may take any or all of the following courses of action in relation to the Relevant Entity—
          (a) issue a private or public censure in relation to such contravention; or
          (b) impose a financial penalty; or
          (c) issue a prohibition order; or
          (d) enter into an enforceable undertaking; or
          (e) suspend or withdraw the Relevant Entity's registration or Additional Permit or Permits in accordance with Rule 34(1)(a).
          (2) Censure statements
          (a) A censure statement must describe in such detail as the Registrar may determine the nature of the contravention and may include such guidance as to any remedial action that the Relevant Entity should consider taking to avoid any repetition of such contravention or any other contravention taking place, as the Registrar may see fit to specify.
          (b) A public censure statement must be published in such manner as the Registrar determines and a copy of the censure statement must be sent by the Registrar to the Relevant Entity.
          (3) Financial penalties
          Any financial penalty imposed by the Registrar may be in such amount and may be payable on such terms, as it considers appropriate, provided that the financial penalty not exceed the amount specified for level 8 on the standard fines scale.
          (4) Prohibition orders
          (a) The Registrar may issue an order prohibiting or restricting a Relevant Entity from providing or otherwise being involved in the provision of, in the Abu Dhabi Global Market, any Audit Service of such type as may be specified in the order and subject to such conditions as may be specified in the order.
          (b) The Registrar may, if it considers it appropriate or desirable, publish details of any such order in such manner as it determines.
          (5) Enforceable undertakings
          (a) If the Registrar considers that this would be an appropriate way in which to address any contravention of a relevant requirement or any other concern that it may have with respect to a Registered Auditor or Registered Audit Principal, it may accept a written undertaking from a Relevant Entity on such terms as may be agreed.
          (b) The Registrar may, if it considers it appropriate or desirable, publish details of any such order in such manner as it determines.
          (c) If the Registrar considers that any person who has given such an undertaking has breached any of its terms, the Registrar may take such further action as it considers appropriate, including without limitation, imposing another sanction and taking any other action available to him under these Rules and applying to the ADGM Courts for an order or other relief to enforce or provide a remedy in respect of any breach.
          (6) In this Rule a "relevant requirement" means a requirement with which a Registered Auditor or Registered Audit Principal must comply under—
          (a) these Rules or the Companies Regulations; and
          (b) any Additional Permit.

      • PART 10 PART 10 – SUSPENSION AND WITHDRAWAL OF REGISTRATION AND ADDITIONAL PERMITS OF REGISTERED AUDITORS AND REGISTERED AUDIT PRINCIPALS

        • 34. Right of the Registrar to Suspend or Withdraw Registration or Additional Permits

          (1) The Registrar may withdraw or suspend the registration or any Additional Permits of a Registered Auditor or Registered Audit Principal on:
          (a) its own initiative; or
          (b) at the request of the Registered Auditor or Registered Audit Principal.
          (2) Where the Registrar decides to suspend the registration or any Additional Permit of a Registered Auditor or Registered Audit Principal, it may direct that such suspension:
          (a) be for a specific period of time (which may be extended for such further periods and from time to time as the Registrar may consider desirable); or
          (b) continue until such time as such conditions as the Registrar may consider appropriate have been met to his satisfaction.

        • 35. Withdrawals of Registration and Additional Permits

          (1) The withdrawal of the registration of a Registered Auditor automatically results in the withdrawal of the registration of its Registered Audit Principal(s).
          (2) The withdrawal of a Public Audit Permit held by a Registered Auditor automatically results in the withdrawal of the Public Audit Permit held by its Registered Audit Principal(s).
          (3) The withdrawal of a FI Audit Permit held by a Registered Auditor automatically results in the withdrawal of the FI Audit Permit held by its Registered Audit Principal(s).

        • 36. Suspensions of Registration and Additional Permits

          (1) The suspension of the registration of a Registered Auditor will automatically result in the suspension of the registration of its Registered Audit Principal(s) for the same period of time and subject to the same conditions as the applicable suspension of the registration of the Registered Auditor, or for such other period of time or subject to such other conditions as the Registrar may notify the relevant Registered Audit Principal(s) in writing.
          (2) The suspension of a Public Audit Permit held by a Registered Auditor automatically results in the suspension of the Public Audit Permit held by its Registered Audit Principal(s) for the same period of time and subject to the same conditions as the applicable suspension of the Public Audit Permit of the Registered Auditor, or for such other period of time or subject to such other conditions as the Registrar may notify the relevant Registered Auditor or Registered Audit Principal(s) as applicable in writing.
          (3) The suspension of a FI Audit Permit held by a Registered Auditor will automatically result in the withdrawal of the FI Audit Permit held by its Registered Audit Principal(s) for the same period of time and subject to the same conditions as the applicable suspension of the FI Audit Permit of the Registered Auditor, or for such other period of time or subject to such other conditions as the Registrar may notify the relevant Registered Audit Principal(s) in writing.

        • 37. Effect of Suspensions

          (1) A Registered Auditor that has had its registration or one or both Additional Permits suspended by the Registrar must not:
          (a) in the case of a suspension of the registration of a Registered Auditor
          (i) provide any Audit Services to an existing client;
          (ii) agree to provide any Audit Services to any new proposed client; or
          (iii) issue or sign an audit report; or
          (b) in the case of a suspension of an Additional Permit, provide any Audit Services for which such Additional Permit is required,
          in each case, without the prior written consent of the Registrar.
          (2) A Registered Audit Principal that has had his registration or one or both Additional Permits suspended by the Registrar must not:
          (a) in the case of the suspension of the Registered Auditor Principal's registration;
          (i) manage the conduct of any audit work undertaken by a Registered Auditor; or
          (ii) sign any audit report, or other report required by the Registrar, on behalf of the Registered Auditor; or
          (b) in the case of the suspension of the Registered Auditor Principal's Additional Permit, carry out any work for which such Additional Permit is required,
          in each case, without the prior written consent of the Registrar.
          (3) The Registrar may exercise his powers under this Rule 37 in respect of a Registered Auditor or Registered Audit Principal where the Registered Auditor or Registered Audit Principal:
          (a) has failed to comply with any applicable condition or restriction to its registration or any term of any Additional Permits or with any provision of these Rules or any other law or regulation applicable to auditors in the Abu Dhabi Global Market; or
          (b) is no longer fit and proper for the purposes of these Rules, in the determination of the Registrar; or
          (c) has entered into any form of insolvency proceeding, whether or not in or under the laws of the Abu Dhabi Global Market; or
          (d) has been convicted of any serious criminal offence whether or not under the laws of the Abu Dhabi Global Market; or
          (e) in the case of a Registered Audit Principal, it is no longer appointed by a Registered Auditor to undertake the responsibilities of a Registered Audit Principal for such Registered Auditor.

        • 38. Suspension or Withdrawal of Registration or Additional Permits of a Registered Auditor at the Request of the Registered Auditor

          (1) A request for suspension or withdrawal of registration or one or both Additional Permits by a Registered Auditor must be made in writing to the Registrar in the form specified by the Registrar from time to time in accordance with the requirements of these Rules.
          (2) Acceptance of such request remains at the discretion of the Registrar and before granting a request for suspension or withdrawal the Registrar must first be satisfied that:
          (a) the Registered Auditor has made appropriate arrangements with respect to its existing audit clients; and
          (b) any other matter which the Registrar reasonably expects to be resolved before such suspension or withdrawal takes effect has been resolved.
          (3) Once a Registered Auditor has made a request for its registration, or one or both of its Additional Permits, to be suspended or withdrawn, it must not:
          (a) in the case of the suspension or withdrawal of the Registered Auditor's registration,
          (i) accept any appointment or re-appointment as a Registered Auditor;
          (ii) provide any Audit Service;
          (iii) issue any audit reports; or
          (b) in the case of the suspension or withdrawal of an Additional Permit, carry out work for which such Additional Permit is required,
          in each case without obtaining the prior written consent of the Registrar.

        • 39. Suspension or Withdrawal of Registration or Additional Permits of a Registered Audit Principal at the Request of the Registered Audit Principal of their Registered Auditor

          (1) A request for the suspension or withdrawal of a Registered Audit Principal's registration or one or both Additional Permits by the Registered Audit Principal or by the Registered Auditor which has appointed such Registered Audit Principal must be made in writing to the Registrar in the form specified by the Registrar from time to time in accordance with the requirements of these Rules.
          (2) Acceptance of such request remains at the discretion of the Registrar and before granting a request for suspension or withdrawal the Registrar must first be satisfied that:
          (a) Where such request is made by a Registered Auditor, that Registered Auditor:
          (i) is able to continue to comply with Rule 21(1); and
          (ii) has made appropriate arrangements with respect to its existing audit clients; and
          (b) any other matter which the Registrar reasonably expects to be resolved before such suspension or withdrawal takes effect has been resolved.
          (3) Once a Registered Audit Principal has submitted a request for its registration, or one or both of its Additional Permits, to be suspended or withdrawn, it must not:
          (a) in the case of the suspension or withdrawal of the Registered Auditor Principal's registration;
          (i) manage the conduct of any audit work undertaken in the Abu Dhabi Global Market; or
          (ii) sign any audit report, or other report required by the Registrar, on behalf of the Registered Auditor; or
          (b) in the case of the suspension or withdrawal of the Registered Auditor Principal's Additional Permit, carry out any work for which such Additional Permit is required,
          in each case, without the prior written consent of the Registrar.

      • PART 11 PART 11 – PROCEDURAL REQUIREMENTS

        • 40. The Registrar's Procedures

          (1) The Registrar will exercise its powers and discharge its responsibilities as set out in these Rules in each case accordance with established principles of natural justice, ensuring that its actions are fair and transparent.
          (2) Without prejudice to the generality of Rule 34(1), the Registrar must comply with the following principles in relation to the issuance of Warning Notices and Decision Notices under this Rule:
          (a) a decision to issue a Warning Notice or a Decision Notice must be taken only by:
          (i) a person not directly involved in establishing the evidence on which the decision is based; or
          (ii) 2 or more persons who include a majority of persons not directly involved in establishing that evidence.
          (b) the procedural formalities and protections afforded to a Recipient must be commensurate with the gravity or seriousness of the proposed action.
          (3) The ADGM Courts may take into account any failure of the Registrar in complying with these requirements in considering a matter referred to them.

        • 41. Warning Notices

          (1) If the Registrar proposes to -
          (a) refuse to grant registration to an Auditor Applicant under Rule 8, or grant such registration only subject to restrictions or conditions;
          (b) refuse to grant registration to an Audit Principal Applicant under Rule 11, or grant such registration only subject to restrictions or conditions;
          (c) refuse to grant an Additional Permit under Rule 12, or grant such Additional Permit only subject to restrictions or conditions; or
          (d) impose any sanction pursuant to its powers under Rule 33,
          it must provide a warning notice (a "Warning Notice") to the relevant Auditor Applicant, Auditor Principal Applicant, Permit Applicant, or direct subject of the sanction, as appropriate (the " Recipient").
          (2) A Warning Notice must -
          (a) state the action(s) which the Registrar proposes to take;
          (b) be in writing;
          (c) give reasons for the proposed action(s);
          (d) 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;
          (e) state whether Rule 38 applies; and
          (f) if that Rule applies, describe its effect and state whether any material exists to which the person concerned must be allowed access under it.
          (3) Following the receipt of a Warning Notice, the Recipient must have the amount of time specified in the Warning Notice, or such longer time as the Registrar may agree with the Recipient, to make representations to the Registrar in respect of the Warning Notice.
          (4) The Registrar must consider relevant materials, documentation or information relating to the matter, and consider the representations made by the Recipient within the permitted time (if any), and must, within two months starting on the date on which the period for making representations under Rule 38(3), take one or more of the following actions:
          (a) abandon all actions proposed by the Warning Notice, in which case it will notify the Recipient of that fact in writing as soon as practicable;
          (b) issue a subsequent Warning Notice, proposing different or further actions; or
          (c) take one or more actions specified in the Warning Notice by issuing a Decision Notice.
          If the Registrar has not taken any of the above actions within the prescribed period, the Registrar will be deemed to have abandoned all actions proposed by the Warning Notice.

        • 42. Decision Notices

          (1) If the Registrar decides to take an action referred to in a Warning Notice, it must provide a Decision Notice to the relevant Auditor Applicant, Auditor Principal Applicant, Permit Applicant, or direct subject of the sanction, as appropriate (the "Decision Notice Recipient").
          (2) 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; and
          (c) give an indication of any right to refer the matter to the ADGM Courts which is given by these Rules.

        • 43. Right to refer matters to the ADGM Courts

          (1) A Decision Notice Recipient may refer the matter to the ADGM Courts within one month of receipt of the Decision Notice, which will review the matter in accordance with their own procedures.
          (2) A Decision Notice that has been referred to the ADGM Courts continues in effect until the matter has been resolved by the ADGM Courts, unless the ADGM Courts determine otherwise.

        • 44. Access to Material

          (1) If the Registrar gives a person ("A") a Warning Notice notifying a recipient that it intends to, on its own-initiative, withdraw or suspend any registration or Additional Permit under Rule 34(1)(a), it must -
          (a) allow the person access to the material on which it relied in taking the decision which gave rise to the obligation to give the notice;
          (b) allow the person access to any other material which was considered or obtained by the Registrar in connection with determining and reaching its decision which, in the Registrar's opinion, might undermine that decision.
          (2) The Registrar may refuse A access to particular material which it would otherwise have to allow A access to if, in its opinion, allowing A access to the material -
          (a) would not be in the public interest;
          (b) would breach confidentiality requirements; or
          (c) would not be fair, having regard to -
          (i) the likely significance of the material to A in relation to the matter giving rise to the Warning 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.
          (3) If the Registrar refuses under Rule 44(2) to allow access to material, it must give A written notice of -
          (a) the refusal; and
          (b) the reasons for it.
          (4) The Registrar may refuse A access to particular material on the basis that it consists of a protected item, in which case, 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.

        • 45. Protected Items

          (1) A person may not be required under these Rules to produce, disclose or permit the inspection of protected items.
          (2) "Protected items" means -
          (a) communications between a professional legal adviser and his or her client or any person representing his client which fall within Rule 45(3);
          (b) communications between a professional legal adviser, his or her client or any person representing his or her client and any other person which fall within Rule 45(3) (as a result of paragraph (b) of that Rule);
          (c) items which -
          (i) are enclosed with, or referred to in, such communications;
          (ii) fall within Rule 45(3); and
          (iii) are in the possession of a person entitled to possession of them.
          (3) A communication or item falls within this Rule 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.

        • 46. Publication

          (1) A Warning Notice, the existence of a Warning Notice and the contents of a Warning Notice must not be published or disclosed by the Registrar, the Recipient or any other person.
          (2) The Registrar may publish, in such manner as it considers appropriate, a Decision Notice, part of a Decision Notice, or such information about the matter to which a Decision Notice relates as it considers appropriate, taking into account the fairness of such publication and the effect on the Decision Notice Recipient, the interests of participants in the Abu Dhabi Global Market or the interests of the Abu Dhabi Global Market as a whole.
          (3) Except with the prior written consent of the Registrar, no other person may publish or disclose a Decision Notice, part of a Decision Notice or information about the matter to which a Decision Notice relates, except and to the extent that the Registrar has already so published.
          (4) A person, other than the Registrar, who contravenes Rules 46(1) or 46(3) is liable to a fine not exceeding level 3 on the standard fines scale.

      • SCHEDULE 1 – DEFINITIONS

        Additional Permit Means a FI Audit Permit or a Public Audit Permit
        Additional Permit Criteria Means the criteria defined in Rule 15(1)
        ADGM Courts Has the meaning given to that term in the ADGM Courts, Civil Evidence, Judgments, Enforcement and Judicial Appointments Regulations 2015
        Annual Auditor Return Is defined in Rule 28
        Auditor Applicant Means an applicant for registration as a Registered Auditor
        Audit Principal Means an individual appointed by a Registered Auditor who is responsible for:
        (a) managing the conduct or provision of any Audit Service undertaken by the Registered Auditor; or
        (b) signing on behalf of the Registered Auditor audit reports, or any other reports as may be required under the Companies Regulations these Rules or any other law or regulation applicable to any Audit Service provided by such Registered Auditor
        Audit Principal Applicant Means an applicant for registration as an Audit Principal
        Audit Service Means
        (a) an audit of
        (i) any company, firm or other entity carrying on any businesses or activities in the Abu Dhabi Global Market;
        (ii) whether a Financial Institution or a public interest entity has complied with applicable requirements in ADGM laws relating to such bodies; or
        (b) the preparation of an opinion or report relating to an audit referred to in (a)(i) or (ii) above or,
        (c) the carrying out of any other work in respect of or for the purposes of, such audit or preparing such opinion or report,
        but does not include the performance of any internal audit function by or for a person referred to in (i) or (ii)
        Code of Ethics The code of ethics for accountants as issued and amended from time to time by the IESBA
        Commencement Date Means 1 December 2021
        Decision Notice Is defined in Rule 42
        Decision Notice Recipient Is defined in Rule 42
        Employee Means an individual:
        (a) who is employed or appointed by a Firm in connection with that Firm's business, whether under a contract of service or for services or otherwise; or
        (b) whose services, under an arrangement between that Firm and a third party, are placed at the disposal and under the control of that Firm
        Financial Institution or FI Has the meaning given to the term "Financial Institution" in Section 1028
        FI Audit Permit Means a Permit granted to a Registered Auditor or Registered Audit Principal under Rule 13(2)
        Firm Includes any body corporate or body unincorporated, including a legal person, company, partnership, unincorporated association, government or state
        Fit and proper Includes, without limitation, having the ability and intention to comply with, or as the case may be, demonstrating consistent compliance with, the principles set out in Rules 17 (in the case of a Registered Auditor or Auditor Applicant and a Registered Audit Principal or Audit Principal Applicant) and in, the case of a Registered Auditor or Auditor Applicant, also those principles set out in Rule 18
        Group Means a group of entities which includes an entity (the 'first entity') and:
        (a) any parent undertaking (as defined in the Companies Regulations) of the first entity;
        (b) any subsidiary (as defined in the Companies Regulations) of the first entity;
        (c) any subsidiary of any parent undertaking (as defined in the Companies Regulations) of the first entity
        IAASB The International Auditing and Assurance Standards Board of IFAC
        IESBA The International Ethics Standards Board for Accountants of IFAC
        IFAC The International Federation of Accountants
        International Standards on Auditing The international standards on auditing as issued and amended from time to time by the IAASB
        International Standards on Quality Control The international standards on quality control as issued and amended from time to time by the IAASB
        Permit Applicant Means an Auditor Applicant, Registered Auditor, Audit Principal Applicant, or Registered Audit Principal (as applicable) who is applying for an Additional Permit
        Principles for Registered Auditors Means those principles defined in Rules 17 and Rule 18
        Public Audit Permit Means a Permit granted to a Registered Auditor or Registered Audit Principal under Rule 12
        Recipient Is defined in Rule 41(2)
        Recognised Professional Body A full member of IFAC
        Recognised Professional Qualification A qualification conferred by a Recognised Professional Body
        Register Means either or both of the register of Registered Auditors and the register of Registered Audit Principals required to be kept by the Registrar pursuant to Rule 4
        Registered and registration Means being entered on the Register by the Registrar in accordance with these Rules and "registration" is construed accordingly
        Registered Auditor Means a firm registered with the Registrar under Rule 6
        Registered Auditor Criteria Is defined in Rule 7
        Registered Audit Principal Means a Registered Audit Principal registered with the Registrar under Rule 9
        Registered Audit Principal Criteria Means those criteria defined in Rule 10
        Registered Audit Principal Principles Means those principles defined in Rule 17
        Relevant Auditor Applicant or relevant Registered Auditor Means, in relation to an Audit Principal Applicant or Registered Audit Principal, the Auditor Applicant or Registered Auditor which has appointed such Audit Principal Applicant or Registered Audit Principal to act as a Registered Audit Principal
        Relevant Entity Is defined in Rule 33
        Relevant requirement Is defined in Rule 33(6)
        Warning Notice Is defined in Rule 41
        Working Papers Means all material (whether in the form of data stored on paper, film electronic media, or other media or otherwise) prepared by or for, or obtained by a Registered Auditor in connection with, the performance of the audit concerned and includes:
        (a) the record of audit procedures performed;
        (b) relevant audit evidence obtained; and
        (c) conclusions reached

      • SCHEDULE 2 SCHEDULE 2 – TRANSITIONAL, SAVINGS AND REPEALS PROVISIONS

        • 1. Definitions

          In this Schedule:

          (a) "Existing Regulation" means all such legal or regulatory requirements applicable to the provision of any Audit Service in the Abu Dhabi Global Market in force immediately prior to the Commencement Date and whether arising under the Companies Regulations, the Register of Auditors Rules, the RPB Rules or otherwise.
          (b) "Register of Auditors Rules" means the Companies Regulations (Register of Auditors) Rules 2015 as they were in force immediately before the Commencement Date.
          (c) "RPB Rules" means the Companies Regulations (Recognised Professional Bodies) Rules 2015 as they were in force immediately before the Commencement Date.

        • 2. Provisions

          (a) Subject as mentioned in paragraph 2(b) below, a firm which, immediately before the Commencement Date, was an eligible auditor recognised by the Registrar and entered on the register required to be kept by the Registrar under the Register of Auditor Rules will, with effect from the Commencement Date, be treated as and shall be entered on the register required to be kept by the Registrar under these Rules as, a Registered Auditor for the purposes of these Rules. Such a firm is referred to in this Schedule as an "Existing Recognised Auditor".
          (b) An Existing Recognised Auditor remains subject to the requirements of the Existing Regulation and does not become subject to the requirements of these Rules (including, without limitation and for the avoidance of doubt, any requirement to appoint any Registered Audit Principal but excluding the provisions of this Schedule) until the earlier of: (i) the expiry of the period of 12 months starting with the Commencement Date, and (ii) the date of its re-registration under these Rules as a Registered Auditor pursuant to an application for registration made in accordance with Rule 6.
          (c) With effect from the Commencement Date no firm will be entitled to apply to be recognized by the Registrar as an eligible auditor and the Registrar will no longer have any power to register any firm as an eligible auditor pursuant to the Register of Auditors Rules.
          (d) The Register of Auditors Rules and the RPB Rules will be repealed with effect from the expiry of the period of 12 months starting with the Commencement Date.
          (e) An Existing Recognised Auditor who has not been re-registered as a Registered Auditor pursuant to an application for registration made in accordance with Rule 3(1) will have his or her registration withdrawn and cancelled with effect from the expiry of 12 months starting with the Commencement Date.
          (f) An Existing Recognised Auditor must continue to maintain any records which were required to be maintained under the Existing Regulation for the period of time required under the Existing Regulation.

      • SCHEDULE 3 SCHEDULE 3 – REGISTERED AUDITOR AND AUDIT PRINCIPAL REGISTRATION AND RENEWAL FEES

        • 1. 1. AUDITOR REGISTRATION AND RENEWAL FEES

          • 1.1 Initial Auditor Registration Fees

            (1) The initial registration fee payable by all Auditors is US $1,000.
            (2) There is an additional registration fee payable by a Registered Auditor as follows:
            Application Type Cost (US $)
            Public Audit Permit $2,500
            FI Audit Permit $2,500

             

          • 1.2 Registered Auditor Renewal Fees

            (1) If a Registered Auditor wishes to renew their registration they must pay an annual renewal fee ("Auditor Renewal Fee") as follows:
            Auditor Category Cost (US $)
            All Registered Auditors $1,000
            AND one or both of the below (as applicable)  
            Auditors holding a Public Audit Permit $2,500
            Auditors holding a FI Audit Permit $5,000
            (2) The Auditor Renewal Fee must be paid:
            (a) in the case of the first Registered Auditor Renewal Fee since the Auditor Registration Fee, then:
            (i) no earlier than 21 days prior to the anniversary of the date of the registration of the Registered Auditor; and
            (ii) no later than 7 days prior to the anniversary of the date of the registration of the Registered Auditor; or
            (b) in the case of any subsequent renewal, then:
            (i) no earlier than 21 days prior to the anniversary of the previous renewal of the Registered Auditor's registration; and
            (ii) no later than 7 days prior to the anniversary of the previous renewal of the Registered Auditor's registration.

        • 2. 2. AUDIT PRINCIPAL REGISTRATION FEES

          • 2.1 Audit Principal Initial Registration Fee

            The initial registration fee payable by Audit Principals is US $500 for registration as an Audit Principal (the "Audit Principal Registration Fee").

          • 2.2 Audit Principal Annual Renewal Fee

            (1) Subsequent to the Audit Principal Registration Fee, an Audit Principal must renew their registration fee on an annual basis (the "Audit Principal Renewal Fee").
            (2) The Audit Principal Renewal Fee is US$500.
            (3) The Audit Principal Renewal Fee must be paid:
            (a) in the case of the first Audit Principal Renewal Fee since the Audit Principal Registration Fee, then:
            (i) no earlier than 21 days prior to the anniversary of the date of the registration of the Audit Principal; and
            (ii) no later than 7 days prior to the anniversary of the date of the registration of the Audit Principal; or
            (b) in the case of any subsequent renewal, then:
            (i) no earlier than 21 days prior to the anniversary of the previous renewal of the Audit Principal's registration; and
            (ii) no later than 7 days prior to the anniversary of the previous renewal of the Audit Principal's registration.

        • 3. 3. LATE PAYMENT PENALTIES

          • 3.1 Late Payment of Registered Auditor Renewal Fee

            (1) Where a Registered Auditor fails to renew their Auditor Registration Fee on time, the Registered Auditor must pay a late payment fee of:
            (a) US $1,000; or
            (b) an amount equal to 3% of the fee due (whichever is greater).
            (2) The fee due will increase by 1% for each calendar month, or part of a calendar month, for which the fee remains outstanding after the due date.

          • 3.2 Late Payment of Audit Principal Renewal Fee

            (1) Where an Audit Principal fails to renew their Audit Principal Registration Fee on time, the Audit Principal must pay a late payment fee of:
            (a) US$ 1,000; or
            (b) an amount equal to 3% of the fee due (whichever is greater).
            (2) The fee due will increase by 1% for each calendar month, or part of a calendar month, for which the fee remains outstanding after the due date.

        • 4. INSPECTION FEES

          For the purposes of Rule 5(6) there is no inspection fee.

    • Companies Regulations (Model Articles) Rules 2015

      Date of Adoption: 12 April 2015

      The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 17 of the Companies Regulations 2015, hereby makes the following Rules: —

      • 1. Citation and commencement

        (1) These Rules may be cited as the Companies (Model Articles) Rules 2015.
        (2) These Rules shall come into force on the date of their publication.
        (3) Unless the context otherwise requires-a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule.

      • 2. Model articles for private companies limited by shares

        Schedule 1 to these Rules prescribes the model articles of association for private companies limited by shares.

      • 3. Model articles for private companies limited by guarantee

        Schedule 2 to these Rules prescribes the model articles of association for private companies limited by guarantee.

      • 4. Model articles for public companies

        Schedule 3 to these Rules prescribes the model articles of association for public companies.

      • SCHEDULE 1 SCHEDULE 1 MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

        • PART 1 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

          • 1. Defined terms

            In the articles, unless the context requires otherwise —

            "articles" means the company's articles of association,

            "bankruptcy" includes insolvency proceedings in respect of an individual in any jurisdiction,

            "chairman" has the meaning given in article 12,

            "chairman of the meeting" has the meaning given in article 39,

            "Companies Regulations" means the Companies Regulations 2015,

            "director" means a director of the company, and includes any person occupying the position of director, by whatever name called,

            "distribution recipient" has the meaning given in article 31,

            "document" includes, unless otherwise specified, any document sent or supplied in electronic form,

            "electronic form" has the meaning given in section 1023 of the Companies Regulations,

            "fully paid" in relation to a share, means that the issue price to be paid to the company in respect of that share has been paid to the company,

            "hard copy form" has the meaning given in section 1023 of the Companies Regulations,

            "holder" in relation to shares means the person whose name is entered in the register of members as the holder of the shares,

            "instrument" means a document in hard copy form,

            "ordinary resolution" has the meaning given in section 298 of the Companies Regulations,

            "paid" means paid or credited as paid,

            "participate", in relation to a directors' meeting, has the meaning given in article 10,

            "proxy notice" has the meaning given in article 45,

            "shareholder" means a person who is the holder of a share,

            "shares" means shares in the company,

            "special resolution" has the meaning given in section 299 of the Companies Regulations,

            "subsidiary" has the meaning given in section 1015 of the Companies Regulations,

            "transmittee" means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law, and

            "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

            Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Regulations as in force on the date when these articles become binding on the company.

          • 2. Liability of members

            The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

        • PART 2 PART 2 DIRECTORS

          • DIRECTORS' POWERS AND RESPONSIBILITIES

            • 3. Directors' general authority

              Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

            • 4. Shareholders' reserve power

              (1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
              (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

            • 5. Directors may delegate

              (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —
              (a) to such person or committee,
              (b) by such means (including by power of attorney),
              (c) to such an extent,
              (d) in relation to such matters or territories, and
              (e) on such terms and conditions,
              as they think fit.
              (2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
              (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

            • 6. Committees

              (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
              (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

          • DECISION-MAKING BY DIRECTORS

            • 7. Directors to take decisions collectively

              (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
              (2) If —
              (a) the company only has one director, and
              (b) no provision of the articles requires it to have more than one director,
              the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.

            • 8. Unanimous decisions

              (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
              (2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
              (3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.
              (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

            • 9. Calling a directors' meeting

              (1) Any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
              (2) Notice of any directors' meeting must indicate
              (a) its proposed date and time,
              (b) where it is to take place, and
              (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
              (3) Notice of a directors' meeting must be given to each director, but need not be in writing.
              (4) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

            • 10. Participation in directors' meetings

              (1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when —
              (a) the meeting has been called and takes place in accordance with the articles, and
              (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
              (2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
              (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

            • 11. Quorum for directors' meetings

              (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
              (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
              (3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision —
              (a) to appoint further directors, or
              (b) to call a general meeting so as to enable the shareholders to appoint further directors.

            • 12. Chairing of directors' meetings

              (1) The directors may appoint a director to chair their meetings.
              (2) The person so appointed for the time being is known as the chairman.
              (3) The directors may terminate the chairman's appointment at any time.
              (4) If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

            • 13. Casting vote

              (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
              (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

            • 14. Conflicts of interest

              (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
              (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
              (3) This paragraph applies when —
              (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process,
              (b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or
              (c) the director's conflict of interest arises from a permitted cause.
              (4) For the purposes of this article, the following are permitted causes —
              (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries,
              (b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities, and
              (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
              (5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.
              (6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
              (7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

            • 15. Records of decisions to be kept

              The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

            • 16. Directors' discretion to make further rules

              Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

          • APPOINTMENT OF DIRECTORS

            • 17. Methods of appointing directors

              (1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —
              (a) by ordinary resolution, or
              (b) by a decision of the directors.
              (2) In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.
              (3) For the purposes of paragraph (2), where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.

            • 18. Termination of director's appointment

              A person ceases to be a director as soon as —

              (a) that person ceases to be a director by virtue of any provision of the Companies Regulations or is prohibited from being a director by law,
              (b) that person becomes bankrupt,
              (c) a composition is made with that person's creditors generally in satisfaction of that person's debts,
              (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months,
              (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
              (f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

            • 19. Directors' remuneration

              (1) Directors may undertake any services for the company that the directors decide.
              (2) Directors are entitled to such remuneration as the directors determine —
              (a) for their services to the company as directors, and
              (b) for any other service which they undertake for the company.
              (3) Subject to the articles, a director's remuneration may —
              (a) take any form, and
              (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
              (4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
              (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

            • 20. Directors' expenses

              The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

              (a) meetings of directors or committees of directors,
              (b) general meetings, or
              (c) separate meetings of the holders of any class of shares or of debentures of the company,

              or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

        • PART 3 PART 3 SHARES AND DISTRIBUTIONS

          • SHARES

            • 21. All shares to be fully paid up

              (1) No share is to be issued for less than the issue price to be paid to the company in consideration for its issue.
              (2) This does not apply to shares taken on the formation of the company by the subscribers to the company's memorandum.

            • 22. Powers to issue different classes of share

              (1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.
              (2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

            • 23. Company not bound by less than absolute interests

              Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it.

            • 24. Share certificates

              (1) The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.
              (2) Every certificate must specify —
              (a) in respect of how many shares, of what class, it is issued,
              (b) the issue price of those shares,
              (c) that the shares are fully paid, and
              (d) any distinguishing numbers assigned to them.
              (3) No certificate may be issued in respect of shares of more than one class.
              (4) If more than one person holds a share, only one certificate may be issued in respect of it.
              (5) Certificates must —
              (a) have affixed to them the company's common seal, or
              (b) be otherwise executed in accordance with the Companies Regulations.

            • 25. Replacement share certificates

              (1) If a certificate issued in respect of a shareholder's shares is —
              (a) damaged or defaced, or
              (b) said to be lost, stolen or destroyed,
              that shareholder is entitled to be issued with a replacement certificate in respect of the same shares.
              (2) A shareholder exercising the right to be issued with such a replacement certificate —
              (a) may at the same time exercise the right to be issued with a single certificate or separate certificates,
              (b) must return the certificate which is to be replaced to the company if it is damaged or defaced, and
              (c) must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

            • 26. Share transfers

              (1) Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.
              (2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
              (3) The company may retain any instrument of transfer which is registered.
              (4) The transferor remains the holder of a share until the transferee's name is entered in the register of members as holder of it.
              (5) The directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

            • 27. Transmission of shares

              (1) If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.
              (2) A transmittee who produces such evidence of entitlement to shares as the directors may properly require —
              (a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and
              (b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.
              (3) But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares.

            • 28. Exercise of transmittees' rights

              (1) Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.
              (2) If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it.
              (3) Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

            • 29. Transmittees bound by prior notices

              If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the shareholder before the transmittee's name has been entered in the register of members.

          • DIVIDENDS AND OTHER DISTRIBUTIONS

            • 30. Procedure for declaring dividends

              (1) The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
              (2) A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.
              (3) No dividend may be declared or paid unless it is in accordance with shareholders' respective rights.
              (4) Unless the shareholders' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each shareholder's holding of shares on the date of the resolution or decision to declare or pay it.
              (5) If the company's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.
              (6) The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
              (7) If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

            • 31. Payment of dividends and other distributions

              (1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means —
              (a) transfer to a bank account specified by the distribution recipient either in writing or as the directors may otherwise decide,
              (b) sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient's registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide,
              (c) sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide, or
              (d) any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.
              (2) In the articles, "the distribution recipient" means, in respect of a share in respect of which a dividend or other sum is payable —
              (a) the holder of the share, or
              (b) if the share has two or more joint holders, whichever of them is named first in the register of members, or
              (c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee.

            • 32. No interest on distributions

              The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by —

              (a) the terms on which the share was issued, or
              (b) the provisions of another agreement between the holder of that share and the company.

            • 33. Unclaimed distributions

              (1) All dividends or other sums which are —
              (a) payable in respect of shares, and
              (b) unclaimed after having been declared or become payable,
              may be invested or otherwise made use of by the directors for the benefit of the company until claimed.
              (2) The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.
              (3) If —
              (a) twelve years have passed from the date on which a dividend or other sum became due for payment, and
              (b) the distribution recipient has not claimed it,
              the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

            • 34. Non-cash distributions

              (1) Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).
              (2) For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution —
              (a) fixing the value of any assets,
              (b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients, and
              (c) vesting any assets in trustees.

            • 35. Waiver of distributions

              Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect, but if —

              (a) the share has more than one holder, or
              (b) more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

              the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

          • CAPITALISATION OF PROFITS

            • 36. Authority to capitalise and appropriation of capitalised sums

              (1) Subject to the articles, the directors may, if they are so authorised by an ordinary resolution —
              (a) decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company's capital redemption reserve, and
              (b) appropriate any sum which they so decide to capitalise (a "capitalised sum") to the persons who would have been entitled to it if it were distributed by way of dividend (the "persons entitled") and in the same proportions.
              (2) Capitalised sums must be applied —
              (a) on behalf of the persons entitled, and
              (b) in the same proportions as a dividend would have been distributed to them.
              (3) Any capitalised sum may be applied in paying up new shares of an issue price equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.
              (4) A capitalised sum which was appropriated from profits available for distribution may be applied in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.
              (5) Subject to the articles the directors may —
              (a) apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another,
              (b) make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments), and
              (c) authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

        • PART 4 PART 4 DECISION-MAKING BY SHAREHOLDERS

          • ORGANISATION OF GENERAL MEETINGS

            • 37. Attendance and speaking at general meetings

              (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
              (2) A person is able to exercise the right to vote at a general meeting when —
              (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
              (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
              (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
              (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
              (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

            • 38. Quorum for general meetings

              No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

            • 39. Chairing general meetings

              (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
              (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —
              (a) the directors present, or
              (b) (if no directors are present), the meeting,
              must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
              (3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

            • 40. Attendance and speaking by directors and non-shareholders

              (1) Directors may attend and speak at general meetings, whether or not they are shareholders.
              (2) The chairman of the meeting may permit other persons who are not —
              (a) shareholders of the company, or
              (b) otherwise entitled to exercise the rights of shareholders in relation to general meetings, to attend and speak at a general meeting.

            • 41. Adjournment

              (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
              (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if —
              (a) the meeting consents to an adjournment, or
              (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
              (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
              (4) When adjourning a general meeting, the chairman of the meeting must —
              (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
              (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
              (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —
              (a) to the same persons to whom notice of the company's general meetings is required to be given, and
              (b) containing the same information which such notice is required to contain.
              (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

          • VOTING AT GENERAL MEETINGS

            • 42. Voting: general

              A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

            • 43. Errors and disputes

              (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
              (2) Any such objection must be referred to the chairman of the meeting, whose decision is final.

            • 44. Poll votes

              (1) A poll on a resolution may be demanded —
              (a) in advance of the general meeting where it is to be put to the vote, or
              (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
              (2) A poll may be demanded by —
              (a) the chairman of the meeting,
              (b) the directors,
              (c) two or more persons having the right to vote on the resolution, or
              (d) a person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution.
              (3) A demand for a poll may be withdrawn if —
              (a) the poll has not yet been taken, and
              (b) the chairman of the meeting consents to the withdrawal.
              (4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.

            • 45. Content of proxy notices

              (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which —
              (a) states the name and address of the shareholder appointing the proxy,
              (b) identifies the person appointed to be that shareholder's proxy and the general meeting in relation to which that person is appointed,
              (c) is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine, and
              (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
              (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
              (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
              (4) Unless a proxy notice indicates otherwise, it must be treated as —
              (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
              (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

            • 46. Delivery of proxy notices

              (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
              (2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
              (3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
              (4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

            • 47. Amendments to resolutions

              (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —
              (a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
              (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
              (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —
              (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
              (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
              (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

        • PART 5 PART 5 ADMINISTRATIVE ARRANGEMENTS

          • 48. Means of communication to be used

            (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Regulations provides for documents or information which are authorised or required by any provision of the Companies Regulations to be sent or supplied by or to the company.
            (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
            (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

          • 49. Company seals

            (1) Any common seal may only be used by the authority of the directors.
            (2) The directors may decide by what means and in what form any common seal is to be used.
            (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
            (4) For the purposes of this article, an authorised person is —
            (a) any director of the company,
            (b) the company secretary (if any), or
            (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

          • 50. No right to inspect accounts and other records

            Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a shareholder.

          • 51. Provision for employees on cessation of business

            The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

          • DIRECTORS' INDEMNITY AND INSURANCE

            • 52. Indemnity

              (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against —
              (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
              (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 222(6) of the Companies Regulations),
              (c) any other liability incurred by that director as an officer of the company or an associated company.
              (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Regulations or by any other provision of law.
              (3) In this article —
              (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
              (b) a "relevant director" means any director or former director of the company or an associated company.

            • 53. Insurance

              (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
              (2) In this article —
              (a) a "relevant director" means any director or former director of the company or an associated company,
              (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
              (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

      • SCHEDULE 2 SCHEDULE 2 MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

        • PART 1 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

          • 1. Defined terms

            In the articles, unless the context requires otherwise —

            "articles" means the company's articles of association,

            "bankruptcy" includes individual insolvency proceedings in any jurisdiction,

            "chairman" has the meaning given in article 12,

            "chairman of the meeting" has the meaning given in article 25,

            "Companies Regulations" means the Companies Regulations 2015,

            "director" means a director of the company, and includes any person occupying the position of director, by whatever name called,

            "document" includes, unless otherwise specified, any document sent or supplied in electronic form,

            "electronic form" has the meaning given in section 1023 of the Companies Regulations,

            "member" has the meaning given in section 117 of the Companies Regulations,

            "ordinary resolution" has the meaning given in section 298 of the Companies Regulations,

            "participate", in relation to a directors' meeting, has the meaning given in article 10,

            "proxy notice" has the meaning given in article 38,

            "special resolution" has the meaning given in section 299 of the Companies Regulations,

            "subsidiary" has the meaning given in section 1015 of the Companies Regulations, and

            "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

            Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Regulations as in force on the date when these articles become binding on the company.

          • 2. Liability of members

            The liability of each member is limited to US$1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for —

            (a) payment of the company's debts and liabilities contracted before he ceases to be a member,
            (b) payment of the costs, charges and expenses of winding up, and
            (c) adjustment of the rights of the contributories among themselves.

        • PART 2 PART 2 DIRECTORS

          • DIRECTORS' POWERS AND RESPONSIBILITIES

            • 3. Directors' general authority

              Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

            • 4. Members' reserve power

              (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
              (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

            • 5. Directors may delegate

              (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —
              (a) to such person or committee,
              (b) by such means (including by power of attorney),
              (c) to such an extent,
              (d) in relation to such matters or territories, and
              (e) on such terms and conditions,
              as they think fit.
              (2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
              (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

            • 6. Committees

              (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
              (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

          • DECISION-MAKING BY DIRECTORS

            • 7. Directors to take decisions collectively

              (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
              (2) If —
              (a) the company only has one director, and
              (b) no provision of the articles requires it to have more than one director,
              the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.

            • 8. Unanimous decisions

              (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
              (2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
              (3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.
              (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

            • 9. Calling a directors' meeting

              (1) Any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
              (2) Notice of any directors' meeting must indicate —
              (a) its proposed date and time,
              (b) where it is to take place, and
              (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
              (3) Notice of a directors' meeting must be given to each director, but need not be in writing.
              (4) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

            • 10. Participation in directors' meetings

              (1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when —
              (a) the meeting has been called and takes place in accordance with the articles, and
              (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
              (2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
              (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

            • 11. Quorum for directors' meetings

              (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
              (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
              (3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision —
              (a) to appoint further directors, or
              (b) to call a general meeting so as to enable the members to appoint further directors.

            • 12. Chairing of directors' meetings

              (1) The directors may appoint a director to chair their meetings.
              (2) The person so appointed for the time being is known as the chairman.
              (3) The directors may terminate the chairman's appointment at any time.
              (4) If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

            • 13. Casting vote

              (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
              (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

            • 14. Conflicts of interest

              (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
              (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
              (3) This paragraph applies when —
              (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process,
              (b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or
              (c) the director's conflict of interest arises from a permitted cause.
              (4) For the purposes of this article, the following are permitted causes —
              (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries,
              (b) subscription, or an agreement to subscribe, for securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such securities, and
              (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
              (5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.
              (6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
              (7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

            • 15. Records of decisions to be kept

              The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

            • 16. Directors' discretion to make further rules

              Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

          • APPOINTMENT OF DIRECTORS

            • 17. Methods of appointing directors

              (1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —
              (a) by ordinary resolution, or
              (b) by a decision of the directors.
              (2) In any case where, as a result of death, the company has no members and no directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a director.
              (3) For the purposes of paragraph (2), where 2 or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.

            • 18. Termination of director's appointment

              A person ceases to be a director as soon as —

              (a) that person ceases to be a director by virtue of any provision of the Companies Regulations or is prohibited from being a director by law,
              (b) that person becomes bankrupt,
              (c) a composition is made with that person's creditors generally in satisfaction of that person's debts,
              (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months,
              (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
              (f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

            • 19. Directors' remuneration

              (1) Directors may undertake any services for the company that the directors decide.
              (2) Directors are entitled to such remuneration as the directors determine —
              (a) for their services to the company as directors, and
              (b) for any other service which they undertake for the company.
              (3) Subject to the articles, a director's remuneration may —
              (a) take any form, and
              (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
              (4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
              (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

            • 20. Directors' expenses

              The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

              (a) meetings of directors or committees of directors,
              (b) general meetings, or
              (c) separate meetings of the holders of debentures of the company,

              or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

        • PART 3 PART 3 MEMBERS

          • BECOMING AND CEASING TO BE A MEMBER

            • 21. Applications for membership

              No person shall become a member of the company unless —

              (a) that person has completed an application for membership in a form approved by the directors, and
              (b) the directors have approved the application.

            • 22. Termination of membership

              (1) A member may withdraw from membership of the company by giving 7 days' notice to the company in writing.
              (2) Membership is not transferable.
              (3) A person's membership terminates when that person dies or ceases to exist.

          • ORGANISATION OF GENERAL MEETINGS

            • 23. Attendance and speaking at general meetings

              (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
              (2) A person is able to exercise the right to vote at a general meeting when —
              (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
              (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
              (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
              (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
              (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

            • 24. Quorum for general meetings

              No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

            • 25. Chairing general meetings

              (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
              (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —
              (a) the directors present, or
              (b) (if no directors are present), the meeting,
              must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
              (3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

            • 26. Attendance and speaking by directors and non-members

              (1) Directors may attend and speak at general meetings, whether or not they are members. (2) The chairman of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting.

            • 27. Adjournment

              (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
              (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if —
              (a) the meeting consents to an adjournment, or
              (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
              (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
              (4) When adjourning a general meeting, the chairman of the meeting must —
              (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
              (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
              (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —
              (a) to the same persons to whom notice of the company's general meetings is required to be given, and
              (b) containing the same information which such notice is required to contain.
              (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

          • VOTING AT GENERAL MEETINGS

            • 28. Voting: general

              A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

            • 29. Errors and disputes

              (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
              (2) Any such objection must be referred to the chairman of the meeting whose decision is final.

            • 30. Poll votes

              (1) A poll on a resolution may be demanded —
              (a) in advance of the general meeting where it is to be put to the vote, or
              (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
              (2) A poll may be demanded by —
              (a) the chairman of the meeting,
              (b) the directors,
              (c) two or more persons having the right to vote on the resolution, or
              (d) a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
              (3) A demand for a poll may be withdrawn if —
              (a) the poll has not yet been taken, and
              (b) the chairman of the meeting consents to the withdrawal.
              (4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.

            • 31. Content of proxy notices

              (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice")

              which —
              (a) states the name and address of the member appointing the proxy,
              (b) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed,
              (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine, and
              (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
              (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
              (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
              (4) Unless a proxy notice indicates otherwise, it must be treated as —
              (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
              (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

            • 32. Delivery of proxy notices

              (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
              (2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
              (3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
              (4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

            • 33. Amendments to resolutions

              (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —
              (a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
              (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
              (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —
              (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
              (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
              (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

        • PART 4 PART 4 ADMINISTRATIVE ARRANGEMENTS

          • 34. Means of communication to be used

            (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Regulations provides for documents or information which are authorised or required by any provision of the Companies Regulations to be sent or supplied by or to the company.
            (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
            (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

          • 35. Company seals

            (1) Any common seal may only be used by the authority of the directors.
            (2)The directors may decide by what means and in what form any common seal is to be used.
            (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
            (4) For the purposes of this article, an authorised person is —
            (a) any director of the company,
            (b) the company secretary (if any), or
            (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

          • 36. No right to inspect accounts and other records

            Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a member.

          • 37. Provision for employees on cessation of business

            The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

          • DIRECTORS' INDEMNITY AND INSURANCE

            • 38. Indemnity

              (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against —
              (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
              (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 222(6) of the Companies Regulations),
              (c) any other liability incurred by that director as an officer of the company or an associated company.
              (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Regulations or by any other provision of law.
              (3) In this article —
              (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
              (b) a "relevant director" means any director or former director of the company or an associated company.

            • 39. Insurance

              (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
              (2) In this article —
              (a) a "relevant director" means any director or former director of the company or an associated company,
              (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
              (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

      • SCHEDULE 3 SCHEDULE 3 MODEL ARTICLES FOR PUBLIC COMPANIES

        • PART 1 PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

          • 1. Defined terms

            In the articles , unless the context requires otherwise —

            "alternate" or "alternate director" has the meaning given in article 25,

            "appointor" has the meaning given in article 25,

            "articles" means the company's articles of association,

            "bankruptcy" includes individual insolvency proceedings in any jurisdiction,

            "call" has the meaning given in article 53,

            "call notice" has the meaning given in article 53,

            "certificate" means a paper certificate evidencing a person's title to specified shares or other securities,

            "certificated" in relation to a share, means that it is not an uncertificated share,

            "chairman" has the meaning given in article 12,

            "chairman of the meeting" has the meaning given in article 31,

            "Companies Regulations" means the Companies Regulations 2015,

            "company's lien" has the meaning given in article 51,

            "director" means a director of the company, and includes any person occupying the position of director, by whatever name called,

            "distribution recipient" has the meaning given in article 71,

            "document" includes, unless otherwise specified, any document sent or supplied in electronic form,

            "electronic form" has the meaning given in section 1023 of the Companies Regulations,

            "fully paid" in relation to a share, means that the issue price to be paid to the company in respect of that share have been paid to the company,

            "hard copy form" has the meaning given in section 1023 of the Companies Regulations,

            "holder" in relation to shares means the person whose name is entered in the register of members as the holder of the shares,

            "instrument" means a document in hard copy form,

            "lien enforcement notice" has the meaning given in article 52,

            "member" has the meaning given in section 117 of the Companies Regulations,

            "ordinary resolution" has the meaning given in section 298 of the Companies Regulations,

            "paid" means paid or credited as paid,

            "participate", in relation to a directors' meeting, has the meaning given in article 9,

            "partly paid" in relation to a share means that part of that share's issue price that has not been paid to the company,

            "proxy notice" has the meaning given in article 38,

            "securities seal" has the meaning given in article 47,

            "shares" means shares in the company,

            "special resolution" has the meaning given in section 299 of the Companies Regulations,

            "subsidiary" has the meaning given in section 1015 of the Companies Regulations,

            "transmittee" means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law,

            "uncertificated" in relation to a share means that, by virtue of legislation (other than section 715 of the Companies Regulations) permitting title to shares to be evidenced and transferred without a certificate, title to that share is evidenced and may be transferred without a certificate, and

            "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

            Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Regulations as in force on the date when these articles become binding on the company.

          • 2. Liability of members

            The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

        • PART 2 PART 2 DIRECTORS

          • DIRECTORS' POWERS AND RESPONSIBILITIES

            • 3. Directors' general authority

              Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

            • 4. Members' reserve power

              (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
              (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

            • 5. Directors may delegate

              (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles —
              (a) to such person or committee,
              (b) by such means (including by power of attorney),
              (c) to such an extent,
              (d) in relation to such matters or territories, and
              (e) on such terms and conditions,
              as they think fit.
              (2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
              (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

            • 6. Committees

              (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
              (2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

          • DECISION-MAKING BY DIRECTORS

            • 7. Directors to take decisions collectively

              Decisions of the directors may be taken —

              (a) at a directors' meeting, or
              (b) in the form of a directors' written resolution.

            • 8. Calling a directors' meeting

              (1) Any director may call a directors' meeting.
              (2) The company secretary must call a directors' meeting if a director so requests.
              (3) A directors' meeting is called by giving notice of the meeting to the directors.
              (4) Notice of any directors' meeting must indicate —
              (a) its proposed date and time,
              (b) where it is to take place, and
              (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
              (5) Notice of a directors' meeting must be given to each director, but need not be in writing.
              (6) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

            • 9. Participation in directors' meetings

              (1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when —
              (a) the meeting has been called and takes place in accordance with the articles, and
              (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
              (2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
              (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

            • 10. Quorum for directors' meetings

              (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
              (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.

            • 11. Meetings where total number of directors less than quorum

              (1) This article applies where the total number of directors for the time being is less than the quorum for directors' meetings.
              (2) If there is only one director, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.
              (3) If there is more than one director —
              (a) a directors' meeting may take place, if it is called in accordance with the articles and at least two directors participate in it, with a view to appointing sufficient directors to make up a quorum or calling a general meeting to do so, and
              (b) if a directors' meeting is called but only one director attends at the appointed date and time to participate in it, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.

            • 12. Chairing directors' meetings

              (1) The directors may appoint a director to chair their meetings.
              (2) The person so appointed for the time being is known as the chairman.
              (3) The directors may appoint other directors as deputy or assistant chairmen to chair directors'

              meetings in the chairman's absence.
              (4) The directors may terminate the appointment of the chairman, deputy or assistant chairman at any time.
              (5) If neither the chairman nor any director appointed generally to chair directors' meetings in the chairman's absence is participating in a meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

            • 13. Voting at directors' meetings: general rules

              (1) Subject to the articles, a decision is taken at a directors' meeting by a majority of the votes of the participating directors.
              (2) Subject to the articles, each director participating in a directors' meeting has one vote.
              (3) Subject to the articles, if a director has an interest in an actual or proposed transaction or arrangement with the company —
              (a) that director and that director's alternate may not vote on any proposal relating to it, but
              (b) this does not preclude the alternate from voting in relation to that transaction or arrangement on behalf of another appointor who does not have such an interest.

            • 14. Chairman's casting vote at directors' meetings

              (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
              (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

            • 15. Alternates voting at directors' meetings

              A director who is also an alternate director has an additional vote on behalf of each appointor who is —

              (a) not participating in a directors' meeting, and
              (b) would have been entitled to vote if they were participating in it.

            • 16. Conflicts of interest

              (1) If a directors' meeting, or part of a directors' meeting, is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in that meeting, or part of a meeting, for quorum or voting purposes.
              (2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in a decision at a directors' meeting, or part of a directors' meeting, relating to it for quorum and voting purposes.
              (3) This paragraph applies when —
              (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in, or voting at, a directors' meeting,
              (b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest, or
              (c) the director's conflict of interest arises from a permitted cause.
              (4) For the purposes of this article, the following are permitted causes —
              (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries,
              (b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities, and
              (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
              (5) Subject to paragraph (6), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
              (6) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

            • 17. Proposing directors' written resolutions

              (1) Any director may propose a directors' written resolution.
              (2) The company secretary must propose a directors' written resolution if a director so requests.
              (3) A directors' written resolution is proposed by giving notice of the proposed resolution to the directors.
              (4) Notice of a proposed directors' written resolution must indicate —
              (a) the proposed resolution, and
              (b) the time by which it is proposed that the directors should adopt it.
              (5) Notice of a proposed directors' written resolution must be given in writing to each director.
              (6) Any decision which a person giving notice of a proposed directors' written resolution takes regarding the process of adopting that resolution must be taken reasonably in good faith.

            • 18. Adoption of directors' written resolutions

              (1) A proposed directors' written resolution is adopted when all the directors who would have been entitled to vote on the resolution at a directors' meeting have signed one or more copies of it, provided that those directors would have formed a quorum at such a meeting.
              (2) It is immaterial whether any director signs the resolution before or after the time by which the notice proposed that it should be adopted.
              (3) Once a directors' written resolution has been adopted, it must be treated as if it had been a decision taken at a directors' meeting in accordance with the articles.
              (4) The company secretary must ensure that the company keeps a record, in writing, of all directors' written resolutions for at least ten years from the date of their adoption.

            • 19. Directors' discretion to make further rules

              Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

          • APPOINTMENT OF DIRECTORS

            • 20. Methods of appointing directors

              Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director —

              (a) by ordinary resolution, or
              (b) by a decision of the directors.

            • 21. Retirement of directors by rotation

              (1) At the first annual general meeting all the directors must retire from office.
              (2) At every subsequent annual general meeting any directors —
              (a) who have been appointed by the directors since the last annual general meeting, or
              (b) who were not appointed or reappointed at one of the preceding two annual general meetings,
              must retire from office and may offer themselves for reappointment by the members.

            • 22. Termination of director's appointment

              A person ceases to be a director as soon as —

              (a) that person ceases to be a director by virtue of any provision of the Companies Regulations or is prohibited from being a director by law,
              (b) that person becomes bankrupt,
              (c) a composition is made with that person's creditors generally in satisfaction of that person's debts,
              (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months,
              (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have,
              (f) notification is received by the company from the director that the director is resigning from office as director, and such resignation has taken effect in accordance with its terms.

            • 23. Directors' remuneration

              (1) Directors may undertake any services for the company that the directors decide.
              (2) Directors are entitled to such remuneration as the directors determine —
              (a) for their services to the company as directors, and
              (b) for any other service which they undertake for the company.
              (3) Subject to the articles, a director's remuneration may —
              (a) take any form, and
              (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
              (4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
              (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

            • 24. Directors' expenses

              The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at —

              (a) meetings of directors or committees of directors,
              (b) general meetings, or
              (c) separate meetings of the holders of any class of shares or of debentures of the company,

              or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

          • ALTERNATE DIRECTORS

            • 25. Appointment and removal of alternates

              (1) Any director (the "appointor") may appoint as an alternate any other director, or any other person approved by resolution of the directors, to —
              (a) exercise that director's powers, and
              (b) carry out that director's responsibilities,
              in relation to the taking of decisions by the directors in the absence of the alternate's appointor.
              (2) Any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor, or in any other manner approved by the directors.
              (3) The notice must —
              (a) identify the proposed alternate, and
              (b) in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the director giving the notice.

            • 26. Rights and responsibilities of alternate directors

              (1) An alternate director has the same rights, in relation to any directors' meeting or directors' written resolution, as the alternate's appointor.
              (2) Except as the articles specify otherwise, alternate directors —
              (a) are deemed for all purposes to be directors,
              (b) are liable for their own acts and omissions,
              (c) are subject to the same restrictions as their appointors, and
              (d) are not deemed to be agents of or for their appointors.
              (3) A person who is an alternate director but not a director —
              (a) may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person's appointor is not participating), and
              (b) may sign a written resolution (but only if it is not signed or to be signed by that person's appointor).
              No alternate may be counted as more than one director for such purposes.
              (4) An alternate director is not entitled to receive any remuneration from the company for serving as an alternate director except such part of the alternate's appointor's remuneration as the appointor may direct by notice in writing made to the company.

            • 27. Termination of alternate directorship

              An alternate director's appointment as an alternate terminates —

              (a) when the alternate's appointor revokes the appointment by notice to the company in writing specifying when it is to terminate,
              (b) on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate's appointor, would result in the termination of the appointor's appointment as a director,
              (c) on the death of the alternate's appointor, or
              (d) when the alternate's appointor's appointment as a director terminates, except that an alternate's appointment as an alternate does not terminate when the appointor retires by rotation at a general meeting and is then re-appointed as a director at the same general meeting.

        • PART 3 PART 3 DECISION-MAKING BY MEMBERS

          • ORGANISATION OF GENERAL MEETINGS

            • 28. Members can call general meeting if not enough directors

              If —

              (a) the company has fewer than two directors, and
              (b) the director (if any) is unable or unwilling to appoint sufficient directors to make up a quorum or to call a general meeting to do so,

              then two or more members may call a general meeting (or instruct the company secretary to do so) for the purpose of appointing one or more directors.

            • 29. Attendance and speaking at general meetings

              (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
              (2) A person is able to exercise the right to vote at a general meeting when —
              (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
              (b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
              (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
              (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
              (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

            • 30. Quorum for general meetings

              No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

            • 31. Chairing general meetings

              (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
              (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start —
              (a) the directors present, or
              (b) if no directors are present), the meeting,
              must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
              (3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

            • 32. Attendance and speaking by directors and non-members

              (1) Directors may attend and speak at general meetings, whether or not they are members. (2) The chairman of the meeting may permit other persons who are not —
              (a) members of the company, or
              (b) otherwise entitled to exercise the rights of members in relation to general meetings, to attend and speak at a general meeting.

            • 33. Adjournment

              (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
              (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if —
              (a) the meeting consents to an adjournment, or
              (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
              (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
              (4) When adjourning a general meeting, the chairman of the meeting must —
              (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
              (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
              (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) —
              (a) to the same persons to whom notice of the company's general meetings is required to be given, and
              (b) containing the same information which such notice is required to contain.
              (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

          • VOTING AT GENERAL MEETINGS

            • 34. Voting: general

              A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

            • 35. Errors and disputes

              (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
              (2) Any such objection must be referred to the chairman of the meeting whose decision is final.

            • 36. Demanding a poll

              (1) A poll on a resolution may be demanded —
              (a) in advance of the general meeting where it is to be put to the vote, or
              (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
              (2) A poll may be demanded by —
              (a) the chairman of the meeting,
              (b) the directors,
              (c) two or more persons having the right to vote on the resolution, or
              (d) a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
              (3) A demand for a poll may be withdrawn if —
              (a) the poll has not yet been taken, and
              (b) the chairman of the meeting consents to the withdrawal.

            • 37. Procedure on a poll

              (1) Subject to the articles, polls at general meetings must be taken when, where and in such manner as the chairman of the meeting directs.
              (2) The chairman of the meeting may appoint scrutineers (who need not be members) and decide how and when the result of the poll is to be declared.
              (3) The result of a poll shall be the decision of the meeting in respect of the resolution on which the poll was demanded.
              (4) A poll on —
              (a) the election of the chairman of the meeting, or
              (b) a question of adjournment, must be taken immediately.
              (5) Other polls must be taken within 30 days of their being demanded.
              (6) A demand for a poll does not prevent a general meeting from continuing, except as regards the question on which the poll was demanded.
              (7) No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded.
              (8) In any other case, at least 7 days' notice must be given specifying the time and place at which the poll is to be taken.

            • 38. Content of proxy notices

              (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which —
              (a) states the name and address of the member appointing the proxy,
              (b) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed,
              (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine, and
              (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
              (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
              (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
              (4) Unless a proxy notice indicates otherwise, it must be treated as —
              (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
              (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

            • 39. Delivery of proxy notices

              (1) Any notice of a general meeting must specify the address or addresses ("proxy notification address") at which the company or its agents will receive proxy notices relating to that meeting, or any adjournment of it, delivered in hard copy or electronic form.
              (2) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
              (3) Subject to paragraphs (4) and (5), a proxy notice must be delivered to a proxy notification address not less than 48 hours before the general meeting or adjourned meeting to which it relates.
              (4) In the case of a poll taken more than 48 hours after it is demanded, the notice must be delivered to a proxy notification address not less than 24 hours before the time appointed for the taking of the poll.
              (5) In the case of a poll not taken during the meeting but taken not more than 48 hours after it was demanded, the proxy notice must be delivered —
              (a) in accordance with paragraph (3), or
              (b) at the meeting at which the poll was demanded to the chairman, secretary or any director.
              (6) An appointment under a proxy notice may be revoked by delivering a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given to a proxy notification address.
              (7) A notice revoking a proxy appointment only takes effect if it is delivered before —
              (a) the start of the meeting or adjourned meeting to which it relates, or
              (b) (in the case of a poll not taken on the same day as the meeting or adjourned meeting) the time appointed for taking the poll to which it relates.
              (8) If a proxy notice is not signed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

            • 40. Amendments to resolutions

              (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if —
              (a) notice of the proposed amendment is given to the company secretary in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
              (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
              (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if —
              (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
              (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
              (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

          • RESTRICTIONS ON MEMBERS' RIGHTS

            • 41. No voting of shares on which money owed to company

              No voting rights attached to a share may be exercised at any general meeting, at any adjournment of it, or on any poll called at or in relation to it, unless all amounts payable to the company in respect of that share have been paid.

          • APPLICATION OF RULES TO CLASS MEETINGS

            • 42. Class meetings

              The provisions of the articles relating to general meetings apply, with any necessary modifications, to meetings of the holders of any class of shares.

        • PART 4 PART 4 SHARES AND DISTRIBUTIONS

          • ISSUE OF SHARES

            • 43. Powers to issue different classes of share

              (1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.
              (2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

            • 44. Payment of commissions on subscription for shares

              (1) The company may pay any person a commission in consideration for that person —
              (a) subscribing, or agreeing to subscribe, for shares, or
              (b) procuring, or agreeing to procure, subscriptions for shares.
              (2) Any such commission may be paid —
              (a) in cash, or in fully paid or partly paid shares or other securities, or partly in one way and partly in the other, and
              (b) in respect of a conditional or an absolute subscription.

          • INTERESTS IN SHARES

            • 45. Company not bound by less than absolute interests

              Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it.

          • SHARE CERTIFICATES

            • 46. Certificates to be issued except in certain cases

              (1) The company must issue each member with one or more certificates in respect of the shares which that member holds.
              (2) This article does not apply to —
              (a) uncertificated shares, or
              (b) shares in respect of which the Companies Regulations permit the company not to issue a certificate.
              (3) Except as otherwise specified in the articles, all certificates must be issued free of charge.
              (4) No certificate may be issued in respect of shares of more than one class.
              (5) If more than one person holds a share, only one certificate may be issued in respect of it.

            • 47. Contents and execution of share certificates

              (1) Every certificate must specify —
              (a) in respect of how many shares, of what class, it is issued,
              (b) the issue price of those shares,
              (c) the amount paid up on them, and
              (d) any distinguishing numbers assigned to them.
              (2) Certificates must —
              (a) have affixed to them the company's common seal or an official seal which is a facsimile of the company's common seal with the addition on its face of the word "Securities" (a "securities seal"), or
              (b) be otherwise executed in accordance with the Companies Regulations.

            • 48. Consolidated share certificates

              (1) When a member's holding of shares of a particular class increases, the company may issue that member with —
              (a) a single, consolidated certificate in respect of all the shares of a particular class which that member holds, or
              (b) a separate certificate in respect of only those shares by which that member's holding has increased.
              (2) When a member's holding of shares of a particular class is reduced, the company must ensure that the member is issued with one or more certificates in respect of the number of shares held by the member after that reduction. But the company need not (in the absence of a request from the member) issue any new certificate if —
              (a) all the shares which the member no longer holds as a result of the reduction, and
              (b) none of the shares which the member retains following the reduction, were, immediately before the reduction, represented by the same certificate.
              (3) A member may request the company, in writing, to replace —
              (a) the member's separate certificates with a consolidated certificate, or
              (b) the member's consolidated certificate with two or more separate certificates representing such proportion of the shares as the member may specify.
              (4) When the company complies with such a request it may charge such reasonable fee as the directors may decide for doing so.
              (5) A consolidated certificate must not be issued unless any certificates which it is to replace have first been returned to the company for cancellation.

            • 49. Replacement share certificates

              (1) If a certificate issued in respect of a member's shares is —
              (a) damaged or defaced, or
              (b) said to be lost, stolen or destroyed,
              that member is entitled to be issued with a replacement certificate in respect of the same shares.
              (2) A member exercising the right to be issued with such a replacement certificate —
              (a) may at the same time exercise the right to be issued with a single certificate or separate certificates,
              (b) must return the certificate which is to be replaced to the company if it is damaged or defaced, and
              (c) must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

          • SHARES NOT HELD IN CERTIFICATED FORM

            • 50. Uncertificated shares

              (1) In this article, "the relevant rules" means —
              (a) any applicable provision of the Companies Regulations about the holding, evidencing of title to, or transfer of shares other than in certificated form, and
              (b) any applicable legislation, rules or other arrangements made under or by virtue of such provision.
              (2) The provisions of this article have effect subject to the relevant rules.
              (3) Any provision of the articles which is inconsistent with the relevant rules must be disregarded, to the extent that it is inconsistent, whenever the relevant rules apply.
              (4) Any share or class of shares of the company may be issued or held on such terms, or in such a way, that —
              (a) title to it or them is not, or must not be, evidenced by a certificate, or
              (b) it or they may or must be transferred wholly or partly without a certificate.
              (5) The directors have power to take such steps as they think fit in relation to —
              (a) the evidencing of and transfer of title to uncertificated shares (including in connection with the issue of such shares),
              (b) any records relating to the holding of uncertificated shares,
              (c) the conversion of certificated shares into uncertificated shares, or
              (d) the conversion of uncertificated shares into certificated shares.
              (6) The company may by notice to the holder of a share require that share —
              (a) if it is uncertificated, to be converted into certificated form, and
              (b) if it is certificated, to be converted into uncertificated form, to enable it to be dealt with in accordance with the articles.
              (7) If —
              (a) the articles give the directors power to take action, or require other persons to take action, in order to sell, transfer or otherwise dispose of shares, and
              (b) uncertificated shares are subject to that power, but the power is expressed in terms which assume the use of a certificate or other written instrument,
              the directors may take such action as is necessary or expedient to achieve the same results when exercising that power in relation to uncertificated shares.
              (8) In particular, the directors may take such action as they consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertificated share or otherwise to enforce a lien in respect of it.
              (9) Unless the directors otherwise determine, shares which a member holds in uncertificated form must be treated as separate holdings from any shares which that member holds in certificated form.
              (10) A class of shares must not be treated as two classes simply because some shares of that class are held in certificated form and others are held in uncertificated form.

          • PARTLY PAID SHARES

            • 51. Company's lien over partly paid shares

              (1) The company has a lien ("the company's lien") over every share which is partly paid for any part of that share's issue price which has not been paid to the company, and which is payable immediately or at some time in the future, whether or not a call notice has been sent in respect of it.
              (2) The company's lien over a share —
              (a) takes priority over any third party's interest in that share, and
              (b) extends to any dividend or other money payable by the company in respect of that share and (if the lien is enforced and the share is sold by the company) the proceeds of sale of that share.
              (3) The directors may at any time decide that a share which is or would otherwise be subject to the company's lien shall not be subject to it, either wholly or in part.

            • 52. Enforcement of the company's lien

              (1) Subject to the provisions of this article, if —
              (a) a lien enforcement notice has been given in respect of a share, and
              (b) the person to whom the notice was given has failed to comply with it, the company may sell that share in such manner as the directors decide.
              (2) A lien enforcement notice —
              (a) may only be given in respect of a share which is subject to the company's lien, in respect of which a sum is payable and the due date for payment of that sum has passed,
              (b) must specify the share concerned,
              (c) must require payment of the sum payable within 14 days of the notice,
              (d) must be addressed either to the holder of the share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise, and
              (e) must state the company's intention to sell the share if the notice is not complied with.
              (3) Where shares are sold under this article —
              (a) the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser, and
              (b) the transferee is not bound to see to the application of the consideration, and the transferee's title is not affected by any irregularity in or invalidity of the process leading to the sale.
              (4) The net proceeds of any such sale (after payment of the costs of sale and any other costs of enforcing the lien) must be applied —
              (a) first, in payment of so much of the sum for which the lien exists as was payable at the date of the lien enforcement notice,
              (b) second, to the person entitled to the shares at the date of the sale, but only after the certificate for the shares sold has been surrendered to the company for cancellation or a suitable indemnity has been given for any lost certificates, and subject to a lien equivalent to the company's lien over the shares before the sale for any money payable in respect of the shares after the date of the lien enforcement notice.
              (5) A statutory declaration by a director or the company secretary that the declarant is a director or the company secretary and that a share has been sold to satisfy the company's lien on a specified date —
              (a) is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share, and
              (b) subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.

            • 53. Call notices

              (1) Subject to the articles and the terms on which shares are allotted, the directors may send a notice (a "call notice") to a member requiring the member to pay the company a specified sum of money (a "call") which is payable in respect of shares which that member holds at the date when the directors decide to send the call notice.
              (2) A call notice —
              (a) may not require a member to pay a call which exceeds the total sum unpaid on that member's shares,
              (b) must state when and how any call to which it relates it is to be paid, and
              (c) may permit or require the call to be paid by instalments.
              (3) A member must comply with the requirements of a call notice, but no member is obliged to pay any call before 14 days have passed since the notice was sent.
              (4) Before the company has received any call due under a call notice the directors may —
              (a) revoke it wholly or in part, or
              (b) specify a later time for payment than is specified in the notice,
              by a further notice in writing to the member in respect of whose shares the call is made.

            • 54. Liability to pay calls

              (1) Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which it is required to be paid.
              (2) Joint holders of a share are jointly and severally liable to pay all calls in respect of that share. (3) Subject to the terms on which shares are allotted, the directors may, when issuing shares,

              provide that call notices sent to the holders of those shares may require them —
              (a) to pay calls which are not the same, or
              (b) to pay calls at different times.

            • 55. When call notice need not be issued

              (1) A call notice need not be issued in respect of sums which are specified, in the terms on which a share is issued, as being payable to the company in respect of that share —
              (a) on allotment,
              (b) on the occurrence of a particular event, or
              (c) on a date fixed by or in accordance with the terms of issue.
              (2) But if the due date for payment of such a sum has passed and it has not been paid, the holder of the share concerned is treated in all respects as having failed to comply with a call notice in respect of that sum, and is liable to the same consequences as regards the payment of interest and forfeiture.

            • 56. Failure to comply with call notice: automatic consequences

              (1) If a person is liable to pay a call and fails to do so by the call payment date —
              (a) the directors may issue a notice of intended forfeiture to that person, and
              (b) until the call is paid, that person must pay the company interest on the call from the call payment date at the relevant rate.
              (2) For the purposes of this article —
              (a) the "call payment date" is the time when the call notice states that a call is payable, unless the directors give a notice specifying a later date, in which case the "call payment date" is that later date,
              (b) the "relevant rate" is —
              (i) the rate fixed by the terms on which the share in respect of which the call is due was allotted,
              (ii) such other rate as was fixed in the call notice which required payment of the call, or has otherwise been determined by the directors, or
              (iii) if no rate is fixed in either of these ways, 5 per cent per annum.
              (4) The directors may waive any obligation to pay interest on a call wholly or in part.

            • 57. Notice of intended forfeiture

              A notice of intended forfeiture —

              (a) may be sent in respect of any share in respect of which a call has not been paid as required by a call notice,
              (b) must be sent to the holder of that share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise,
              (c) must require payment of the call and any accrued interest by a date which is not less than 14 days after the date of the notice,
              (d) must state how the payment is to be made, and
              (e) must state that if the notice is not complied with, the shares in respect of which the call is payable will be liable to be forfeited.

            • 58. Directors' power to forfeit shares

              If a notice of intended forfeiture is not complied with before the date by which payment of the call is required in the notice of intended forfeiture, the directors may decide that any share in respect of which it was given is forfeited, and the forfeiture is to include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

            • 59. Effect of forfeiture

              (1) Subject to the articles, the forfeiture of a share extinguishes
              (a) all interests in that share, and all claims and demands against the company in respect of it, and
              (b) all other rights and liabilities incidental to the share as between the person whose share it was prior to the forfeiture and the company.
              (2) Any share which is forfeited in accordance with the articles —
              (a) is deemed to have been forfeited when the directors decide that it is forfeited,
              (b) is deemed to be the property of the company, and
              (c) may be sold, re-allotted or otherwise disposed of as the directors think fit.
              (3) If a person's shares have been forfeited —
              (a) the company must send that person notice that forfeiture has occurred and record it in the register of members,
              (b) that person ceases to be a member in respect of those shares,
              (c) that person must surrender the certificate for the shares forfeited to the company for cancellation,
              (d) that person remains liable to the company for all sums payable by that person under the articles at the date of forfeiture in respect of those shares, including any interest (whether accrued before or after the date of forfeiture), and
              (e) the directors may waive payment of such sums wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
              (4) At any time before the company disposes of a forfeited share, the directors may decide to cancel the forfeiture on payment of all calls and interest due in respect of it and on such other terms as they think fit.

            • 60. Procedure following forfeiture

              (1) If a forfeited share is to be disposed of by being transferred, the company may receive the consideration for the transfer and the directors may authorise any person to execute the instrument of transfer.
              (2) A statutory declaration by a director or the company secretary that the declarant is a director or the company secretary and that a share has been forfeited on a specified date —
              (a) is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share, and
              (b) subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.
              (3) A person to whom a forfeited share is transferred is not bound to see to the application of the consideration (if any) nor is that person's title to the share affected by any irregularity in or invalidity of the process leading to the forfeiture or transfer of the share.
              (4) If the company sells a forfeited share, the person who held it prior to its forfeiture is entitled to receive from the company the proceeds of such sale, net of any commission, and excluding any amount which —
              (a) was, or would have become, payable, and
              (b) had not, when that share was forfeited, been paid by that person in respect of that share, but no interest is payable to such a person in respect of such proceeds and the company is not required to account for any money earned on them.

            • 61. Surrender of shares

              (1) A member may surrender any share —
              (a) in respect of which the directors may issue a notice of intended forfeiture,
              (b) which the directors may forfeit, or
              (c) which has been forfeited.
              (2) The directors may accept the surrender of any such share.
              (3) The effect of surrender on a share is the same as the effect of forfeiture on that share.
              (4) A share which has been surrendered may be dealt with in the same way as a share which has been forfeited.

          • TRANSFER AND TRANSMISSION OF SHARES

            • 62. Transfers of certificated shares

              (1) Certificated shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of —
              (a) the transferor, and
              (b) if any of the shares is partly paid) the transferee.
              (2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
              (3) The company may retain any instrument of transfer which is registered.
              (4) The transferor remains the holder of a certificated share until the transferee's name is entered in the register of members as holder of it.
              (5) The directors may refuse to register the transfer of a certificated share if —
              (a) the share is not fully paid,
              (b) the transfer is not lodged at the company's registered office or such other place as the directors have appointed,
              (c) the transfer is not accompanied by the certificate for the shares to which it relates, or such other evidence as the directors may reasonably require to show the transferor's right to make the transfer, or evidence of the right of someone other than the transferor to make the transfer on the transferor's behalf,
              (d) the transfer is in respect of more than one class of share, or
              (e) the transfer is in favour of more than four transferees.
              (6) If the directors refuse to register the transfer of a share, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

            • 63. Transfer of uncertificated shares

              A transfer of an uncertificated share must not be registered if it is in favour of more than four transferees.

            • 64. Transmission of shares

              (1) If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.
              (2) Nothing in these articles releases the estate of a deceased member from any liability in respect of a share solely or jointly held by that member.

            • 65. Transmittees' rights

              (1) A transmittee who produces such evidence of entitlement to shares as the directors may properly require —
              (a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and
              (b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.
              (2) But transmittees do not have the right to attend or vote at a general meeting in respect of shares to which they are entitled, by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares.

            • 66. Exercise of transmittees' rights

              (1) Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.
              (2) If the share is a certificated share and a transmittee wishes to have it transferred to another person, the transmittee must execute an instrument of transfer in respect of it.
              (3) If the share is an uncertificated share and the transmittee wishes to have it transferred to another person, the transmittee must —
              (a) procure that all appropriate instructions are given to effect the transfer, or
              (b) procure that the uncertificated share is changed into certificated form and then execute an instrument of transfer in respect of it.
              (4) Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

            • 67. Transmittees bound by prior notices

              If a notice is given to a member in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the member before the transmittee's name has been entered in the register of members.

          • CONSOLIDATION OF SHARES

            • 68. Procedure for disposing of fractions of shares

              (1) This article applies where —
              (a) there has been a consolidation or division of shares, and
              (b) as a result, members are entitled to fractions of shares.
              (2) The directors may —
              (a) sell the shares representing the fractions to any person including the company for the best price reasonably obtainable,
              (b) in the case of a certificated share, authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser, and
              (c) distribute the net proceeds of sale in due proportion among the holders of the shares.
              (3) Where any holder's entitlement to a portion of the proceeds of sale amounts to less than a minimum figure determined by the directors, that member's portion may be distributed to an organisation which is a charity for the purposes of the laws of the Abu Dhabi.
              (4) The person to whom the shares are transferred is not obliged to ensure that any purchase money is received by the person entitled to the relevant fractions.
              (5) The transferee's title to the shares is not affected by any irregularity in or invalidity of the process leading to their sale.

          • DISTRIBUTIONS

            • 69. Procedure for declaring dividends

              (1) The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
              (2) A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.
              (3) No dividend may be declared or paid unless it is in accordance with members' respective rights.
              (4) Unless the members' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each member's holding of shares on the date of the resolution or decision to declare or pay it.
              (5) If the company's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.
              (6) The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
              (7) If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

            • 70. Calculation of dividends

              (1) Except as otherwise provided by the articles or the rights attached to shares, all dividends must be —
              (a) declared and paid according to the amounts paid up on the shares on which the dividend is paid, and
              (b) apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
              (2) If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.
              (3) For the purposes of calculating dividends, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount.

            • 71. Payment of dividends and other distributions

              (1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means —
              (a) transfer to a bank account specified by the distribution recipient either in writing or as the directors may otherwise decide,
              (b) sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient's registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors ma y otherwise decide,
              (c) sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide, or
              (d) any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.
              (2) In the articles, "the distribution recipient" means, in respect of a share in respect of which a dividend or other sum is payable —
              (a) the holder of the share, or
              (b) if the share has two or more joint holders, whichever of them is named first in the register of members, or
              (c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee.

            • 72. Deductions from distributions in respect of sums owed to the company

              (1) If —
              (a) a share is subject to the company's lien, and
              (b) the directors are entitled to issue a lien enforcement notice in respect of it,
              they may, instead of issuing a lien enforcement notice, deduct from any dividend or other sum payable in respect of the share any sum of money which is payable to the company in respect of that share to the extent that they are entitled to require payment under a lien enforcement notice.
              (2) Money so deducted must be used to pay any of the sums payable in respect of that share.
              (3) The company must notify the distribution recipient in writing of —
              (a) the fact and amount of any such deduction,
              (b) any non-payment of a dividend or other sum payable in respect of a share resulting from any such deduction, and
              (c) how the money deducted has been applied.

            • 73. No interest on distributions

              The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by —

              (a) the terms on which the share was issued, or
              (b) the provisions of another agreement between the holder of that share and the company.

            • 74. Unclaimed distributions

              (1) All dividends or other sums which are —
              (a) payable in respect of shares, and
              (b) unclaimed after having been declared or become payable,
              may be invested or otherwise made use of by the directors for the benefit of the company until claimed.
              (2) The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.
              (3) If —
              (a) twelve years have passed from the date on which a dividend or other sum became due for payment, and
              (b) the distribution recipient has not claimed it,
              the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

            • 75. Non-cash distributions

              (1) Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).
              (2) If the shares in respect of which such a non-cash distribution is paid are uncertificated, any shares in the company which are issued as a non-cash distribution in respect of them must be uncertificated.
              (3) For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution —
              (a) fixing the value of any assets,
              (b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients, and
              (c) vesting any assets in trustees.

            • 76. Waiver of distributions

              Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect, but if —

              (a) the share has more than one holder, or
              (b) more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

              the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

          • CAPITALISATION OF PROFITS

            • 77. Authority to capitalise and appropriation of capitalised sums

              (1) Subject to the articles, the directors may, if they are so authorised by an ordinary resolution —
              (a) decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company's capital redemption reserve, and
              (b) appropriate any sum which they so decide to capitalise (a "capitalised sum") to the persons who would have been entitled to it if it were distributed by way of dividend (the "persons entitled") and in the same proportions.
              (2) Capitalised sums must be applied —
              (a) on behalf of the persons entitled, and
              (b) in the same proportions as a dividend would have been distributed to them.
              (3) Any capitalised sum may be applied in paying up new shares of an issue price equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.
              (4) A capitalised sum which was appropriated from profits available for distribution may be applied —
              (a) in or towards paying up any amounts unpaid on existing shares held by the persons entitled, or
              (b) in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct.
              (5) Subject to the articles the directors may —
              (a) apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another,
              (b) make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments), and
              (c) authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.

        • PART 5 PART 5 MISCELLANEOUS PROVISIONS

          • COMMUNICATIONS

            • 78. Means of communication to be used

              (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Regulations provides for documents or information which are authorised or required by any provision of the Companies Regulations to be sent or supplied by or to the company.
              (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
              (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

            • 79. Failure to notify contact details

              (1) If —
              (a) the company sends two consecutive documents to a member over a period of at least 12 months, and
              (b) each of those documents is returned undelivered, or the company receives notification that it has not been delivered,
              that member ceases to be entitled to receive notices from the company.
              (2) A member who has ceased to be entitled to receive notices from the company becomes entitled to receive such notices again by sending the company —
              (a) a new address to be recorded in the register of members, or
              (b) if the member has agreed that the company should use a means of communication other than sending things to such an address, the information that the company needs to use that means of communication effectively.

          • ADMINISTRATIVE ARRANGEMENTS

            • 80. Company seals

              (1) Any common seal may only be used by the authority of the directors.
              (2) The directors may decide by what means and in what form any common seal or securities seal is to be used.
              (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
              (4) For the purposes of this article, an authorised person is —
              (a) any director of the company,
              (b) the company secretary, or
              (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.
              (5) If the company has an official seal for use abroad, it may only be affixed to a document if its use on that document, or documents of a class to which it belongs, has been authorised by a decision of the directors.
              (6) If the company has a securities seal, it may only be affixed to securities by the company secretary or a person authorised to apply it to securities by the company secretary.
              (7) For the purposes of the articles, references to the securities seal being affixed to any document include the reproduction of the image of that seal on or in a document by any mechanical or electronic means which has been approved by the directors in relation to that document or documents of a class to which it belongs.

            • 81. Destruction of documents

              (1) The company is entitled to destroy —
              (a) all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entries are made in the register of members, from six years after the date of registration,
              (b) all dividend mandates, variations or cancellations of dividend mandates, and notifications of change of address, from two years after they have been recorded,
              (c) all share certificates which have been cancelled from one year after the date of the cancellation,
              (d) all paid dividend warrants and cheques from one year after the date of actual payment, and
              (e) all proxy notices from one year after the end of the meeting to which the proxy notice relates.
              (2) If the company destroys a document in good faith, in accordance with the articles, and without notice of any claim to which that document may be relevant, it is conclusively presumed in favour of the company that —
              (a) entries in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed were duly and properly made,
              (b) any instrument of transfer so destroyed was a valid and effective instrument duly and properly registered,
              (c) any share certificate so destroyed was a valid and effective certificate duly and properly cancelled, and
              (d) any other document so destroyed was a valid and effective document in accordance with its recorded particulars in the books or records of the company.
              (3) This article does not impose on the company any liability which it would not otherwise have if it destroys any document before the time at which this article permits it to do so.
              (4) In this article, references to the destruction of any document include a reference to its being disposed of in any manner.

            • 82. No right to inspect accounts and other records

              Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a member.

            • 83. Provision for employees on cessation of business

              The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

          • DIRECTORS' INDEMNITY AND INSURANCE

            • 84. Indemnity

              (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against —
              (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
              (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 222(6) of the Companies Regulations),
              (c) any other liability incurred by that director as an officer of the company or an associated company.
              (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Regulations or by any other provision of law.
              (3) In this article —
              (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
              (b) a "relevant director" means any director or former director of the company or an associated company.

            • 85. Insurance

              (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
              (2) In this article —
              (a) a "relevant director" means any director or former director of the company or an associated company,
              (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
              (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

    • Companies Regulations (Business and Company Names) Rules 2016

      Click herehere to view PDF

    • Business and Company Names Rules 2021

      Date of Adoption 17 March 2021

      The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 49, 50, 51, 54, 55(2), 70(1), and 980(2) of the Companies Regulations 2020 and sections 22(1), 59(1)(b), 60(1) and 62(1) of the Commercial Licensing Regulations 2015, makes the following Rules:-

      • PART 1 PART 1 INTRODUCTORY

        • 1. Citation, commencement and interpretation

          (1) These Rules may be cited as the Business and Company Names Rules 2021.
          (2) These Rules shall come into force on 12 April 2021. On the date of coming into force of these Rules, the Business and Company Names Rules 2016 shall be repealed and any application made, statement delivered or consent given, pursuant to the Business and Company Names Rules 2016 shall be deemed to have been an application made, statement delivered or consent given, pursuant to the equivalent provision of these Rules.
          (3) In these Rules—
          (a) “a controlled activity” has the meaning given to it pursuant to the Commercial Licensing Regulations,
          (b) “Approved Trade Name” has the meaning given to that term in Rule 6(2)(b),
          (c) “Name Reservation” has the meaning given to that term in Rule 13,
          (d) “Proposed Trade Name” has the meaning given to that term in Rule 3,
          (e) “Name Reservation Applicant” has the meaning given to that term in Rule 13.
          (f) “the Commercial Licensing Regulations” means the Commercial Licensing Regulations 2015,
          (g) “the Companies Regulations” means the Companies Regulations 2020,
          (h) “Trade Name” means any name under which a person conducts business that is different from that person’s legal name,
          (i) “Trade Name Application” has the meaning given to that term in Rule 3, and
          (j) “Trade Name Holder” has the meaning given to that term in Rule 6(2)(a).
          (4) Unless the context otherwise requires—
          (a) a reference to a ‟Rule” or ‟Rules” is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
          (b) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

      • PART 2 PART 2 TRADE NAMES

        • 2. General prohibition

          (1) Subject to Rule 2(2), no person may conduct business in Abu Dhabi Global Market under a Trade Name that is not an Approved Trade Name in respect of which that person is the Trade Name Holder.
          (2) The Registrar may specify on its website certain persons who are exempt from the prohibition in Rule 2(1).
          (3) A person who breaches Rule 2(1) commits a contravention of these Rules and is liable to a level 5 fine on the standard scale.

        • 3. Application for a trade name

          Any person:
          (a) applying for a licence under the Commercial Licensing Regulations, or
          (b) who is licensed under the Commercial Licensing Regulations,
          who intends to conduct business in Abu Dhabi Global Market under a Trade Name must make a Trade Name application (a “Trade Name Application”) specifying the proposed Trade Name of the applicant (a “Proposed Trade Name”) to the Registrar.

        • 4. Application process and fees

          (1) Trade Name Applications must be made in the form specified by the Registrar from time to time on its website.
          (2) The Registrar may require supporting documentation to be provided in connection with a Trade Name Application evidencing the applicant’s right to use a Proposed Trade Name and such other matters as the Registrar may reasonably require.
          (3) The Board may exercise its powers under Section 938 of the Companies Regulations and Section 16(8) of the Commercial Licensing Regulations to make rules requiring the payment of fees to the Registrar in connection with these Rules.

        • 5. Restriction on number of Approved Trade Names

          (1) A person may make an application pursuant to Rule 4 in respect of more than one Proposed Trade Name.
          (2) A Trade Name Holder may make an application pursuant to Rule 4 in respect of one or more additional Proposed Trade Names.
          (3) Any application for more than one Trade Name shall set out in writing the reasons why the Trade Name Holder requires more than one Trade Name.
          (4) The Registrar may, in its absolute discretion, refuse any application for more than one Approved Trade Name.

        • 6. Determination by the Registrar

          (1) On receiving a Trade Name Application the Registrar may either approve it or reject it.
          (2) If the Trade Name Application is approved by the Registrar, the Registrar shall issue a notice to the applicant setting out—
          (a) the legal name and address of the person entitled to use the trade name (the “Trade Name Holder”), and
          (b) the approved trade name (“Approved Trade Name”).
          (3) The Registrar may reject a Trade Name Application in its sole discretion. If a Trade Name Application is rejected by the Registrar, the Registrar shall provide notice to the applicant of the rejection.
          (4) The Registrar is not required to provide reasons for its rejection of a Trade Name Application.

        • 7. Registrar’s list of Approved Trade Names

          The Registrar shall maintain a list of Approved Trade Names and their respective Trade Name Holders on its existing public register.

        • 8. Names not to be the same as another in the Registrar’s list of Approved Trade Names

          Subject to Rules 19 and 20, a Proposed Trade Name that is the same as another name on the Registrar’s list of Approved Trade Names shall not be approved.

        • 9. Change of Approved Trade Name

          (1) An application to change an Approved Trade Name may be submitted to the Registrar by that Approved Trade Name’s Trade Name Holder.
          (2) Applications under Rule 9(1) must be made in the form specified by the Registrar from time to time on its website.
          (3) Subject to Rule 9(2), an application to change an Approved Trade Name shall be subject to the provisions of these Rules that apply to Trade Name Applications.

        • 10. Registrar’s power to direct change of Approved Trade Name

          (1) The Registrar may direct a Trade Name Holder to change an Approved Trade Name if the Approved Trade Name is the same as, or, in the opinion of the Registrar, too like:
          (a) the name of the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
          (b) the name of a municipality within the United Arab Emirates,
          (c) the name of any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates,
          (d) a name appearing at the time of the registration in the Registrar’s list of company names or the Registrar’s list of Approved Trade Names, or
          (e) a name that should have appeared in the Registrar’s list of company names or the registrar’s list of Approved Trade Names at that time.
          (2) Any direction given pursuant to Rule 10(1) must:
          (a) be in writing,
          (b) be given within twelve months of the Registrar’s approval of the Approved Trade Name in question, and
          (c) specify the date by which the Trade Name Holder must change the Approved Trade Name.

        • 11. Dissolution of Trade Name Holder

          If a Trade Name Holder is dissolved, liquidated or otherwise ceases to exist, the Approved Trade Name held by that Trade Name Holder shall immediately cease to be an Approved Trade Name.

        • 12. Dormant Trade Names

          (1) If it appears to the Registrar that an Approved Trade Name has not been in use for 180 days, then—
          (a) the Registrar may serve written notice on the relevant Trade Name Holder requesting evidence that the Approved Trade Name is in use (a “Dormant Trade Name Notice”), and
          (b) if the Trade Name Holder does not supply within 90 days of receipt of a Dormant Trade Name Notice evidence satisfactory to the Registrar that the Approved Trade Name was in use during the previous 270 days, the Registrar may revoke its approval of the relevant Approved Trade Name.

      • PART 3 PART 3 COMPANY NAME RESERVATION

        • 13. Reservation of a Company Name

          (1) Applications to reserve a company name (a “Name Reservation”) under section 47 of the Companies Regulations must be made in the form specified by the Registrar form time to time on its website.
          (2) If the Name Reservation is approved by the Registrar, the Registrar shall provide the applicant (the “Name Reservation Applicant”) with written notice to that effect and the company name specified in the Name Reservation shall be reserved for the Name Reservation Applicant for a period of 30 days from the date of such written notice.
          (3) The Registrar may reject a Name Reservation in its sole discretion. If a Name Reservation is rejected by the Registrar, the Registrar shall provide notice to the applicant of the rejection.
          (4) The Registrar is not required to provide reasons for its rejection of a Name Reservation.

      • PART 4 PART 4 PERMITTED COMPANY NAMES AND TRADE NAMES

        • 14. Permitted characters

          (1) This Rule sets out the characters, signs, symbols (including accents and other diacritical marks) and punctuation that may be used—
          (a) in the name of a company registered under the Companies Regulations,
          (b) in a Trade Name, and
          (c) in names and addresses contained in documents delivered to the Registrar,
          (“the permitted characters”).
          (2) The following permitted characters may be used for the purposes set out in Rule 1
          (a) any character, character with an accent or other diacritical mark, sign or symbol set out in table 1 in Schedule 1,
          (b) 0, 1, 2, 3, 4, 5, 6, 7, 8 or 9,
          (c) full stop, comma, colon, semi-colon or hyphen, and
          (d) any other punctuation referred to in column 1 of table 2 in Schedule 1 but only in one of the forms set out opposite that punctuation in column 2 of that table.
          (3) The signs and symbols set out in table 3 in Schedule 1 are permitted characters that may be used but not as one of the first three permitted characters of a company’s name.
          (4) The name of a company registered under the Companies Regulations and any Trade Name must not consist of more than 400 permitted characters.
          (5) For the purposes of computing the number of permitted characters in paragraph (4) of this Rule (but not in paragraph (3) of this Rule), any blank space between one permitted characters and another in the name shall be counted as though it was a permitted character.

        • 15. Limited and permitted alternatives

          A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that concludes with any word or abbreviation set out in inverted commas in paragraph 1 of Schedule 2 or any word or expression specified as similar thereto pursuant to paragraph 2 of Schedule 2 unless that person is —
          (a) a company incorporated or continued in the Abu Dhabi Global Market with that name pursuant to the Companies Regulations, or
          (b) an overseas company with that name registered in the Abu Dhabi Global Market under the Commercial Licensing Regulations.

        • 16. Other indications of legal form

          A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that includes any expression or abbreviation set out in inverted commas in paragraph 3 of Schedule 2 or (any word or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2) unless that person is such a company or partnership as is indicated in that expression or abbreviation.

        • 17. Inappropriate indication of company type or legal form: generally applicable provisions

          (1) A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that includes, otherwise than at the end of the name, an expression or abbreviation specified in inverted commas in paragraphs 3(a) to 3(f) of Schedule 2 (or any expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2).
          (2) Paragraph (1) is subject to Rule 18(b).

        • 18. Inappropriate indication of company type or legal form: unlimited company

          An unlimited company must not be registered under the Regulations by a name that concludes with—
          (a) the word or abbreviation specified in inverted commas in paragraph 1(a) of Schedule 2 (or any word or abbreviation specified as similar thereto pursuant to paragraph 2 of Schedule 2), or
          (b) an expression or abbreviation specified in inverted commas in paragraph 3(a) to (f) of Schedule 2 (or any expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2).

        • 19. Names not to be the same as another in the Registrar’s lists

          (1) A Proposed Trade Name that is the same as either:
          (a) another name on the Registrar’s list of company names; or
          (b) another name on the Registrar’s list of Approved Trade Names
          shall not be approved unless the Trade Name Application is submitted by the company of that name or with the written consent of the relevant company or Trade Name Holder.
          (2) Schedule 3 has effect for setting out—
          (a) the matters that are to be disregarded, and
          (b) the words, expressions, signs and symbols that are to be regarded as the same,
          for the purposes of Rule 19(1) and section 55 of the Companies Regulations (determining whether a name to be registered under the Regulations is the same as another name appearing in the Registrar’s list of company names).

        • 20. Consent to registration of a name which is the same as another in the Registrar’s list of company names

          (1) If the conditions in paragraph (2) are met, then
          (a) a company may be registered under the Companies Regulations by a name which would be deemed the same as another on the Registrar’s list of company names, and
          (b) a Proposed Trade Name which would be deemed the same as another on the Registrar’s list of company names or the same as another on the Registrar’s list of Approved Trade names may be approved by the Registrar.
          (2) The conditions are—
          (a) the company or other body whose name already appears in the Registrar’s list of company names or who is the Trade Name Holder of the Approved Trade Name in question (“Body X”) consents to the Proposed Same Company Name or Proposed Trade Name being the name of a company or the Approved Trade Name of the person making the relevant Trade Name Application (as the case may be) (“Body Y”),
          (b) Body Y forms, or is to form, part of the same group as Body X, and
          (c) Body Y provides to the Registrar a copy of a statement made by Body X indicating—
          (i) the consent of Body X as referred to in sub-paragraph (a), and
          (ii) that Company Y forms, or is to form, part of the same group as Body X.
          (3) If the Proposed Same Company Name or Proposed Trade Name is to be taken by a company which has not yet been incorporated, the copy of such statement must be provided to the Registrar instead by the person who delivers to the Registrar the application for registration of the company (and the reference in paragraph (1) to the conditions in paragraph (2) shall be read accordingly).
          (4) The Registrar may accept the statement referred to in paragraph (2)(c) as sufficient evidence that the conditions referred to in paragraph (2)(a) and (b) have been met.
          (5) If the consent referred to in paragraph (2)(a) is given by Body X, a subsequent withdrawal of that consent does not affect:
          (a) the registration of Body Y by that Proposed Same Company Name, or
          (b) Body Y’s registration as the Trade Name Holder of the relevant Approved Trade Name
          (6) In this Rule—
          (a) “group” has the meaning given in section 446(1) of the Companies Regulations, and
          (b) “Proposed Same Company Name” means a name which is, due to the application of Rule 19 and Schedule 3, considered the same as either a name appearing in the Registrar’s list of company names and differs from that name appearing in the list by any of the matters set out in inverted commas in paragraph 5 of Schedule 3.

        • 21. Names with connection to Public Authorities

          Each of the persons and bodies set out in Schedule 4 is specified for the purposes of section 59(1)(b) of the Commercial Licensing Regulations and section 49(1)(c) of the Companies Regulations.

        • 22. Specified words and expressions to which section 60 of the Commercial Licensing Regulations and section 50 of the Companies Regulations apply

          The following words and expressions are specified for the purposes of section 60(1) of the Commercial Licensing Regulations and section 50 of the Companies Regulations —
          (a) the words and expressions set out in Schedule 5,
          (b) the plural and possessive forms of those words and expressions, and, where relevant, the feminine form, and
          (c) where relevant, other grammatical forms of those words and expressions.

        • 23. Interpretation

          In this Part “permitted characters” has the meaning given in Rule 14(1).

      • PART 5 TRADING DISCLOSURES

        • 24. Legibility of displays and disclosures

          Any display or disclosure of information required by this Part must be in characters that can be read with the naked eye.

        • 25. Requirement to display registered name at registered office and inspection place

          (1) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall display its full legal name at—
          (a) its registered office, and
          (b) in the case of companies registered under the Companies Regulations only, any inspection place.
          (2) Paragraph (1) shall not apply to any company registered under the Companies Regulations which has at all times since its registration been dormant.
          (3) Paragraph (1) shall also not apply to the registered office or an inspection place of a person where—
          (a) in respect of that person, a liquidator, administrator or administrative receiver has been appointed, and
          (b) the registered office or inspection place is also a place of business of that liquidator, administrator or administrative receiver.

        • 26. Requirement to display registered name at other business locations

          (1) This Rule applies to a location other than a person’s registered office in Abu Dhabi Global Market or, in the case of a company registered under the Companies Regulations, any inspection place.
          (2) A company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall display its legal name at any such location at which it carries on business.
          (3) But paragraph (2) shall not apply to a location which is primarily used for living accommodation.
          (4) Paragraph (2) shall also not apply to any location at which business is carried on by a person where—
          (a) in respect of that person, a liquidator, administrator or administrative receiver has been appointed, and
          (b) the location is also a place of business of that liquidator, administrator or administrative receiver.
          (5) Paragraph (2) shall also not apply to any location at which business is carried on by a company registered under the Companies Regulations of which every director who is an individual is a relevant director.
          (6) In this Rule—
          (a) “administrative receiver” has the meaning given by section 152 of the Insolvency Regulations 2015,
          (b) “credit reference agency” has the meaning given in section 229(7) of the Companies Regulations,
          (c) “protected information” has the meaning given in section 226 of the Companies Regulations, and
          (d) “relevant director” means an individual in respect of whom the Registrar is required by Rules made pursuant to section 229(4) of the Companies Regulations to refrain from disclosing protected information to a credit reference agency.

        • 27. Manner of display of name

          (1) This Rule applies where a person is required to display its legal name at any office, place or location.
          (2) Where that office, place or location is shared by no more than five persons who are subject to the requirement to display their legal name at any office, place or location, the registered name shall be so positioned that it may be easily seen by any visitor to that office, place or location and shall be displayed continuously.

        • 28. Name to appear in communications

          (1) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall disclose its legal name on—
          (a) its business letters, notices and other official publications,
          (b) its bills of exchange, promissory notes, endorsements and order forms,
          (c) cheques purporting to be signed by or on behalf of that person,
          (d) orders for money, goods or services purporting to be signed by or on behalf of the company,
          (e) its bills of parcels, invoices and other demands for payment, receipts and letters of credit,
          (f) its applications for licences to carry on a controlled activity in or from the Abu Dhabi Global Market (including any application for the issuance or renewal of a licence under the Commercial Licensing Regulations), and
          (g) all other forms of its business correspondence and documentation.
          (2) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall disclose its legal name on its website(s).

        • 29. Further particulars to appear in business letters, order forms and websites

          (1) Every company registered under the Companies Regulations shall disclose the particulars set out in paragraph (2) on—
          (a) its business letters,
          (b) its order forms, and
          (c) its websites.
          (2) The particulars are—
          (a) the company’s registered number, and
          (b) the address of the company’s registered office.

        • 30. Disclosure of names of directors

          (1) Where a company registered under the Company Regulation’s business letter includes the name of any director of that company, other than in the text or as a signatory, the letter must disclose the name of every director of that company.
          (2) In paragraph (1), “name” has the following meanings—
          (a) in the case of a director who is an individual, “name” has the meaning given in section 154(2) of the Companies Regulations, and
          (b) in the case of a director who is a body corporate or a firm that is a legal person under the law by which it is governed, “name” means corporate name or firm name.

        • 31. Disclosures relating to registered office and inspection place

          (1) A company registered under the Companies Regulations shall disclose—
          (a) the address of its registered office,
          (b) any inspection place, and
          (c) the type of company records which are kept at that office or place, to any person it deals with in the course of business who makes a written request to the company for that information.
          (2) The company shall send a written response to that person within five working days of the receipt of that request.

        • 32. Interpretation

          In this Part—
          (a) “company record” means—
          (i) any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Regulations to be kept by a company, and
          (ii) any register kept by a company of its debenture holders,
          (b) “inspection place” means any location, other than a company’s registered office, at which a company keeps available for inspection any company record which it is required under the Companies Regulations to keep available for inspection,
          (c) a reference to any type of document is a reference to a document of that type in hard copy, electronic or any other form, and
          (d) in relation to a company, a reference to “its websites” includes a reference to any part of a website relating to that company which that company has caused or authorised to appear.

        • 33. Business and Company Names Rules 2016

          The Business and Company Names Rules 2016 are repealed.

      • SCHEDULE 1 Characters, Signs, Symbols (including Accents and other Diacritical Marks) and Punctuation

      • SCHEDULE 2 Specified Words, Expressions and Abbreviations

        1. The words and abbreviations specified are—
        (a) “LIMITED” or (with or without full stops) the abbreviation “LTD”, and
        (b) “UNLIMITED”.
        2. The words and abbreviations specified as similar to the word and abbreviation set out in inverted commas in paragraph 1 are any in which —
        (a) one or more characters has been omitted,
        (b) one or more characters, signs, symbols or punctuation has been added, or
        (c) each of one or more characters has been substituted by one or more other characters, signs, symbols or punctuation,
        in such a way as to be likely to mislead the public as to the legal form of a business if included in a business name.
        3. The expressions and abbreviations specified are —
        (a) “LIMITED LIABILITY COMPANY” or (with or without full stops) the abbreviation “LLC”,
        (b) “PRIVATE JOINT STOCK COMPANY” or (with or without full stops) the abbreviation “JSC”,
        (c) “PUBLIC JOINT STOCK COMPANY” or (with or without full stops) the abbreviation “PJSC”,
        (d) “PUBLIC LIMITED COMPANY” or (with or without full stops) the abbreviation “PLC”,
        (e) “RESTRICTED”, “RESTRICTED SCOPE COMPANY” or (with or without full stops) the abbreviation “RSC”, and
        (f) “LIMITED PARTNERSHIP” or (with or without full stops) the abbreviation "LP".
        4. The expressions and abbreviations specified as similar to the expressions and abbreviations set out in inverted commas in paragraph 3 are any in which —
        (a) one or more characters has been omitted,
        (b) one or more characters, signs, symbols or punctuation has been added, or
        (c) each of one or more characters has been substituted by one or more other characters, signs, symbols or punctuation,
        in such a way as to be likely to mislead the public as to the legal form of a business if included in a business name.

      • SCHEDULE 3 Name same as another in the Registrar’s register of Company Names

        1. In determining whether a name is the same as another name appearing in the Registrar’s register of company names the provisions in this Schedule are to be applied in the order set out in the Schedule.
        2. Regard each permitted character set out in column 1 of the table to this paragraph as the same as a corresponding permitted character, or combination of permitted characters, in column 2.
        3. Taking the name remaining after the application of paragraph 2, disregard any word, expression or abbreviation set out in inverted commas in Schedule 2 where it appears at the end of the name.
        4. (1) Taking the name remaining after the application of paragraphs 2 and 3, regard each of the words, expressions, signs and symbols set out in inverted commas in any of the paragraphs of sub-paragraph (2) (“relevant matters”) as the same as the other relevant matters set out in that paragraph where each relevant matter—
        (a) is preceded by and followed by a blank space, or
        (b) where the relevant matter is at the beginning of the name, where it is followed by a blank space.
            (2) The words, expressions, signs and symbols are—
        (a) “AND” and “&”,
        (b) “PLUS” and “+”,
        (c) “0”, “ZERO” and “O”,
        (d) “1” and “ONE”,
        (e) “2”, “TWO”, “TO” and “TOO”,
        (f) “3” and “THREE”,
        (g) “4”, “FOUR” and “FOR”,
        (h) “5” and “FIVE”,
        (i) “6” and “SIX”,
        (j) “7” and “SEVEN”,
        (k) “8” and “EIGHT”,
        (l) “9” and “NINE”,
        (m) “£” and “POUND”,
        (n) “€” and “EURO”,
        (o) “$” and “DOLLAR”,
        (p) “¥” and “YEN”,
        (q) “%”, “PER CENT”, “PERCENT”, “PER CENTUM” and “PERCENTUM”, and
        (r) “@” and “AT”.
        5. (1) Taking the name remaining after the application of paragraphs 2 to 4, disregard at the end of the name the matters set out in inverted commas in subparagraph (2) (or any combination of such matters) where the matter (or combination) is preceded by a blank space or by the following punctuation or symbol in inverted commas—
        (a) a full stop, or
        (b) the “@” symbol.
            (2) The matters are—
        (a) “& CO”,
        (b) “& COMPANY”,
        (c) “AND CO”,
        (d) “AND COMPANY”,
        (e) “BIZ”,
        (f) “CO”,
        (g) “CO.AE”,
        (h) “COM”,
        (i) “COMPANY”, and
        (j) “NET”.
            (3) The matters in sub-paragraph (2) include any matter in inverted commas that is preceded by and followed by brackets set out in column 2 of table 2 in Schedule 1.
        6. Taking the name remaining after the application of paragraphs 2 to 5, disregard the following matters in any part of the name—
        (a) any punctuation set out in Rule 2(2)(c) or in column 2 of table 2 in Schedule 1; and
        (b) the following words and symbols set out in inverted commas—
        (i) “*”,
        (ii) “=“, and
        (iii) “#”.
        7. Taking the name remaining after the application of paragraphs 2 to 6, disregard the letter “S” at the end of the name.
        8. (1) Taking the name remaining after the application of paragraphs 2 to 7, disregard any permitted character after the first 60 permitted characters of the name.
            (2) For the purposes of computing the number of permitted characters in this paragraph, any blank space between one permitted character and another in the name shall be counted as though it was a permitted character.
        9. Taking the name remaining after the application of paragraphs 2 to 8, disregard the following matters or any combination of the following matters set out in inverted commas where they appear at the beginning of the name—
        (a) “@”,
        (b) “THE” (but only where followed by a blank space), and
        (c) “WWW”.
        10. Taking the name remaining after the application of paragraphs 2 to 9, disregard blank spaces between permitted characters.

      • SCHEDULE 4 Specified “Public Authorities”

        1. The Financial Regulator.
        2. The Board of Directors.
        3. The Registrar.
        4. Central Bank of the United Arab Emirates.
        5. Insurance Authority of the United Arab Emirates.
        6. Emirates Securities and Commodities Authority.
        7. Executive Council of the Emirate of Abu Dhabi.
        8. Abu Dhabi Municipality.
        9. Abu Dhabi Global Market.
        10. Abu Dhabi Global Market Registration Authority.
        11. Abu Dhabi Global Market Financial Services Regulations Authority.
        12. ADGM.
        13. ADGM Registration Authority.
        14. ADGM Financial Services Authority.
        15. ADGM RA.
        16. ADGM FSRA.
        17. Any other authority specified by the Registrar from time to time for the purposes of this Schedule 4.

      • SCHEDULE 5 Specified Words and Expressions

        1. Abu Dhabi
        2. Abu Dhabi Investment Authority
        3. Abu Dhabi Investment Council
        4. Abu Dhabi National Oil Company
        5. Accredited
        6. Adjudicator
        7. ADNOC
        8. Ajman
        9. Al Ain
        10. Al Dar
        11. Al Khaleej
        12. Asset Management
        13. Association
        14. Assurance
        15. Audit office
        16. Bank
        17. Chamber of commerce
        18. Charity
        19. Chartered
        20. Commission
        21. Company services
        22. Company services provider
        23. Corporate services
        24. Corporate services provider
        25. Co-operative
        26. Danat
        27. Dibba
        28. Diyar
        29. Dubai
        30. Emirates
        31. Etehad
        32. Etihad
        33. Federation
        34. Foundation
        35. Fujeirah
        36. Fund
        37. Government
        38. Gulf
        39. Incorporation agent
        40. Inspectorate
        41. Institution
        42. Insurance
        43. Insurer
        44. Judicial appointment
        45. Khalifa
        46. Kohrfakkan
        47. Licensing
        48. Masdar
        49. Mubadala
        50. Mutual
        51. National
        52. Patent
        53. Patentee
        54. Police
        55. Post office
        56. Ras Al Khaimah
        57. Reassurance
        58. Reassurer
        59. Registrar
        60. Registered agent
        61. Regulator
        62. Reinsurance
        63. Reinsurer
        64. Saadiyat
        65. Sharjah
        66. Sheikh
        67. Social service
        68. Standards
        69. Stock exchange
        70. Tribunal
        71. Trust
        72. UAE
        73. Umm Al Quwain
        74. Underwrite
        75. United
        76. United Arab Emirates
        77. University
        78. Zayed
        79. Names of continents, countries, capitals of countries and names of the cities

    • Companies Regulations (International Accounting Standards) Rules 2015

      Date of Adoption: 12 April 2015

      The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 446(1) of the Companies Regulations 2015, hereby makes the following Rules:-

      • 1. Citation commencement and interpretation

        (1) These Rules may be cited as the Companies Regulations (International Accounting Standards) Rules 2015.
        (2) These Rules shall come into force on the date of their publication.
        (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
        (4) Terms used in these Rules which are defined in the Companies Regulations shall have the meanings given to them in the Regulations.
        (5) Unless the context otherwise requires —
        (a) references to sections are to sections of the Companies Regulations,
        (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
        (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

      • 2. International Accounting Standards

        (1) For the purpose of section 446(1) of the Regulations, "international accounting standards" shall mean International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and related Interpretations (SIC-IFRIC interpretations), subsequent amendments to those standards and related interpretations, and future standards and related interpretations issued or adopted by the International Accounting Standards Board (IASB), save to the extent that the Board issues rules ordering or approving derogations from such standards or interpretations.
        (2) Nothing in these Rules shall prevent the Board from prescribing other accounting standards which may be adopted for the purpose of preparing group accounts or individual accounts.

    • Companies Regulations (Fees) Rules 2015

    • Companies Regulations (Fees) Rules 2015

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    • Companies Regulations (Fees) Rules 2021

      Date of Adoption: 17 March 2021

      The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 938 of the Companies Regulations 2020, hereby makes the following Rules:-

    • Companies Regulations (International Accounting Standards) Rules 2015

    • Companies Regulations (International Accounting Standards) Rules 2015

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    • Companies Regulations (Model Articles) Rules 2015

    • Companies Regulations (Model Articles) Rules 2015

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    • Companies Regulations (Names Adjudication) Rules 2022

      Date of Adoption: 11 March 2022

      The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 59 of the Companies Regulations 2020, hereby makes the following Rules:

      • 1. Citation, commencement and interpretation

        (1) These Rules may be cited as the Companies Regulations (Names Adjudication) Rules 2022.
        (2) These Rules shall come into force on the date of their publication.
        (4) In these Rules, “the Regulations” means the Companies Regulations 2020.
        (5) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
        (6) Unless the context otherwise requires-
        (a) references to sections are to sections of the Companies Regulations,
        (i) a reference to a ‟Rule” or ‟Rules” is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
        (ii) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

      • 2. Forms and fees

        (1) The Registrar shall have the power to determine the form and content of any form required to be used by these Rules.
        (2) Where a form is required to be used by these Rules that form shall be accompanied by the fee, if any, specified in the Schedule in respect of that matter.

      • Proceedings before the Registrar

        • 3. Procedure for objecting to a company's registered name

           
          (1) An application under section 58 shall—
          (a) be made on the form prescribed by the Registrar from time to time,
          (b) include a concise statement of the grounds on which the application is made,
          (c) include an address for service in the Abu Dhabi Global Market, and
          (d) be filed with the Registrar.
          (2) The Registrar shall send a copy of the appropriate form to the primary respondent.
          (3) The Registrar shall specify a period within which the primary respondent must file its counter-statement.
          (4) The primary respondent, before the end of that period, shall file a counterstatement on the appropriate form, otherwise the Registrar may treat it as not opposing the application and may make an order under section 61.
          (5) In its counter-statement the primary respondent shall—
          (a) include an address for service in the Abu Dhabi Global Market,
          (b) include a concise statement of the grounds on which it relies,
          (c) state which of the allegations in the statement of grounds of the applicant it admits and which it denies, and
          (d) state which of the allegations it is unable to admit or deny, but which it requires the applicant to prove.
          (6) Any member or director of the primary respondent who is joined as a respondent to the application must be joined before the end of a period specified by the Registrar.
          (7) The Registrar shall send a copy of the appropriate form referred to in paragraph (4) to the applicant.

        • 4. Evidence rounds

          (1) When the period specified under Rule 3(3) has expired, the Registrar shall specify the periods within which evidence may be filed by the parties.
          (2) All evidence must be—
          (a) accompanied by the appropriate form, and
          (b) copied to all other parties in the proceedings.

        • 5. Decision of Registrar and hearings

          (1) Where the applicant files no evidence in support of its application the Registrar may treat it as having withdrawn its application.
          (2) The Registrar may strike out the application or any counter-statement in whole or in part if it is vexatious, has no reasonable prospect of success or is otherwise misconceived.
          (3) Any party may, by filing the appropriate form, request to be heard in person before a decision is made by the Registrar under the Companies Regulations or these Rules.
          (4) Following a request under Rule 5(3) the Registrar shall decide whether a decision can be made without an oral hearing in circumstances where—
          (a) the primary respondent files no evidence, or
          (b) the applicant files no evidence in reply to the respondent's evidence, or
          (c) the decision will not terminate the proceedings.
          (5) Where the Registrar decides that a decision can be made without an oral hearing the Registrar will specify a period for the parties to submit written submissions before making a decision.
          (6) Where the Registrar decides that a hearing is necessary he shall require the parties or their legal representatives to attend a hearing and shall give the parties at least 14 days' notice of the hearing.
          (7) When the Registrar has made a decision on the application under section 58(2) he shall send to the parties written notice of it, stating the reasons for his decision.
          (8) The date on which the decision was sent to the parties shall be taken to be the date of the decision for the purposes of any appeal.

        • 6. General powers of Registrar in relation to proceedings before him

          (1) At any stage of proceedings before him, the Registrar may direct that the parties to the proceedings attend a case management conference or pre-hearing review.
          (2) The Registrar may give such directions as to the management of the proceedings as he thinks fit, and in particular he may—
          (a) direct a document to be filed or to be copied to a party to proceedings within a specified period,
          (b) allow for the electronic filing and sending of documents,
          (c) direct how documents filed or sent electronically are to be authenticated,
          (d) direct that a document shall not be available for public inspection,
          (e) require a translation of any document,
          (f) direct that a witness be cross-examined,
          (g) consolidate proceedings,
          (h) direct that proceedings are to be heard by more than one person,
          (i) direct that part of any proceedings be dealt with as separate proceedings, or
          (j) suspend or stay proceedings.
          (3) The Registrar may control the evidence by giving directions as to—
          (a) the issues on which he requires evidence,
          (b) the nature of the evidence which he requires to decide those issues, and
          (c) the way in which the evidence is to be placed before him,
          and the Registrar may use his power under this paragraph to exclude evidence which would otherwise be admissible.

        • 7. Requests for extensions of time

          (1) The Registrar may extend (or further extend) any period which has been specified under any provision of these Rules even if the period has expired.
          (2) Any party can request an extension of any time period specified under any provision of these Rules.
          (3) Any request for a retrospective extension must be filed before the end of the period of 2 months beginning with the date the time period in question expired.
          (4) Any request made under paragraph (2) shall be made on the appropriate form and shall include reasons why the extra time is required. A request for a retrospective extension shall also include reasons why the request is being made out of time.

        • 8. Public proceedings

          The Registrar may decide in his sole discretion whether proceedings relating to an application under section 58 of the Companies Regulations shall be held in public or in private.

        • 9. Evidence in proceedings before the Registrar

          (1) Subject to Rule 6(3), evidence filed under these Rules may be given—
          (a) by witness statement, or
          (b) in any other form which would be admissible as evidence in proceedings before the court of the Abu Dhabi Global Market,
          and a witness statement may only be given in evidence if it includes a statement of truth.
          (2) For the purposes of these Rules, a statement of truth—
          (a) means a statement that the person making the statement believes that the facts stated in a particular document are true, and
          (b) shall be dated and signed by the maker of the statement.
          (3) In these Rules, a witness statement is a written statement signed by a person that contains the evidence which that person would be allowed to give orally.

        • 10. Correction of irregularities of procedure

          (1) Any irregularity in procedure may be rectified on such terms as the Registrar may direct.
          (2) Where rectification includes the amendment of a document by the Registrar the parties will be given notice of this amendment.

      • Costs or expenses

        • 11. Costs or expenses of proceedings

          The Registrar may, at any stage in any proceedings before him under these Rules, award to any party by order such costs as he considers reasonable, and direct how and by what parties they are to be paid.

        • 12. Security for costs or expenses

          An application for security for costs shall be made on the appropriate form. The Registrar may require a person to give security for costs if he is satisfied, having regard to all the circumstances of the case, that it is just to require such security or caution.

      • Address for service

        • 13. Address for service

          (1) Where a person has provided an address for service in the Abu Dhabi Global Market under Rule 3 he may substitute a new address for service in the Abu Dhabi Global Market by notifying the Registrar on the appropriate form.
          (2) Where the primary respondent has a registered office in the Abu Dhabi Global Market the Registrar may treat this as the address for service in the Abu Dhabi Global Market unless and until an alternative address is provided.

      • Miscellaneous

        • 14. Hours of business

          (1) For the transaction of relevant business by the public under the Companies Regulations the office of the Registrar shall be open on Monday to Friday during the operating hours determined by the Registrar from time to time, unless the day is an excluded day (see Rule 15).
          (2) For the transaction of all other business by the public under the Companies Regulations the Office shall be open on Monday to Friday during the operating hours determined by the Registrar from time to time, unless the day is an excluded day (see Rule 15).
          (3) In this Rule and in Rule 15 “relevant business” means the filing of any application or other document.

        • 15. Excluded days

          (1) The following shall be excluded days for the transaction of any business by the public under the Companies Regulations—
          (a) a Saturday or Sunday, and
          (b) public holidays in the Emirate of Abu Dhabi.
          (2) Any application or document received on an excluded day shall be treated as having been filed on the next day on which the Registrar is open for relevant business.
          (3) Where any period for filing any document ends on an excluded day that period shall be extended to the next day on which the Registrar is open for relevant business.

      • SCHEDULE FEES

        Form Fee (US$)
        Form required by Rule 3(1) 600
        Form required by Rule 3(4) 225
        Form required by Rule 4(2) 225
        Form required by Rule 5(3) 150
        Form required by Rule 7(4) 150
        Form required by Rule 12 225

    • Companies Regulations (Name Adjudication) Rules 2015

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      • COMPANIES REGULATIONS (NAME ADJUDICATION) RULES 2015

    • Companies Regulations (Recognised Professional Body) Rules 2015

      Date of Adoption: 12 April 2015

      The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 1032(2) of the Companies Regulations 2015, hereby makes the following Rules: —

      • 1. Citation, commencement and interpretation

        (1) These Rules may be cited as the Companies Regulations (Recognised Professional Body) Rules 2015.
        (2) These Rules shall come into force on the date of their publication.
        (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
        (4) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.
        (5) Unless the context otherwise requires —
        (a) references to sections are to sections of Regulations,
        (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
        (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

      • 2. Recognised Professional Bodies

        (1) For the purpose of section 1032(2) of the Regulations, "recognised professional body" shall mean any professional body which:
        (a) offers a professional qualification in accountancy;
        (b) has the power to subject its members to disciplinary proceedings;
        (c) operates in one or more jurisdictions where accountancy services are delivered to internationally recognised standards; and
        (d) has no fewer than 25,000 members on the date of the publication of these Rules or reaches a membership of 25,000 members after the date of the publication of these Rules.
        (2) For the avoidance of doubt, a body that has qualified as a recognised professional body pursuant to the criteria set out in Rule 2(1) above and whose membership subsequently falls below 25,000 members shall remain a recognised professional body for the purposes of section 1032(2).
        (3) Nothing in these Rules shall prevent the Board from prescribing other recognised professional bodies for the purposes of section 1032(2) of the Regulations.

    • Companies Regulations (Recognised Professional Body) Rules 2015

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      • COMPANIES REGULATIONS (RECOGNISED PROFESSIONAL BODY) RULES 2015

    • Companies Regulations (Reduction of Share Capital) Rules 2017

      Date of Adoption: 26 June 2017

      The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 595(2) of the Companies Regulations 2015, hereby makes the following Rules: —

      • 1. Citation commencement and interpretation

        (1) These Rules may be cited as the Companies Regulations (Reduction of Share Capital) Rule 2017.
        (2) These Rules shall come into force on the date of their publication.
        (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
        (4) Terms used in these Rules which are defined in the Companies Regulations shall have the meanings given to them in the Regulations.
        (5) Unless the context otherwise requires —
        (a) references to sections are to sections of the Companies Regulations,
        (b) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule, and
        (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

      • 2. Solvency Statement

        (1) A solvency statement under section 584 must —
        (a) be in writing;
        (b) indicate that it is a solvency statement for the purpose of section 583; and
        (c) be signed by each of the directors.

      • 3. Unlimited company

        (1) If an unlimited company reduces its share capital —
        (a) the prohibition in section 595(1) does not apply; and
        (b) a reserve arising from the reduction is to be treated for the purposes of Part 22 as a realised profit.

      • 4. Private company limited by shares

        (1) If a private company limited by shares reduces its share capital and the reduction is supported by a solvency statement but has not been the subject of an application to the court for an order confirming it —
        (a) the prohibition in section 595(1) does not apply; and
        (b) a reserve arising from the reduction is to be treated for the purposes of Part 22 as a realised profit.

      • 5. Limited company having a share capital

        (1) If a limited company having a share capital reduces its share capital and the reduction is confirmed by order of the court —
        (a) the prohibition in section 595(1) does not apply; and
        (b) a reserve arising from the reduction is to be treated for the purposes of Part 22 as a realised profit unless the court orders otherwise under section 589(1).

      • 6. Miscellaneous provisions

        (1) This rule is without prejudice to any contrary provisions of —
        (a) An order or, or undertaking given to, the court;
        (b) The resolution for, or any other resolution to, the reduction of share capital, or
        (c) The company’s articles of association.

    • Companies Regulations (Reduction of Share Capital) Rules 2017

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    • Uncertificated Securities Rules 2021

      Date of Adoption: 2 September 2021

      The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers conferred by sections 718, 719, 720, 721, 996 and 997 of the Companies Regulations 2020, hereby enacts the following Rules:-

      • PART 1 PART 1 INTRODUCTION

        • 1. Citation, commencement and interpretation

          (1) These Rules may be cited as the Uncertificated Securities Rules 2021.
          (2) These Rules shall come into force on the date of their publication.
          (3) Terms used in these Rules which are defined in the Companies Regulations shall have the meanings given to them in the Companies Regulations.
          (4) These Rules apply to a company that is formed or registered under the Companies Regulations.
          (5) In these Rules—
          "Acting as a Central Securities Depository" has the meaning given to that term in the Financial Services and Markets Regulations 2015.
          "Authorised Person" has the meaning given to that term in the Financial Services and Markets Regulations 2015.
          "Certificated" means, in relation to a Security, that the Security is not Uncertificated.
          "Certificate of Title" means a certificate in tangible form providing legal evidence of title to a Security.
          "Companies Regulations" means the Companies Regulations 2020.
          "Market Rules" means the Markets Rules of the ADGM Financial Services Regulatory Authority’s rulebook.
          "Operator" means a person operating a Relevant System.
          "Prescribed Market" has the meaning given to that term in the Financial Services and Markets Regulations 2015.
          "Recognised Clearing House" has the meaning given to that term in the Financial Services and Markets Regulations 2015.
          "Relevant System" means a computer-based system and procedures, which enable title to a Security to be evidenced and transferred without a Certificate of Title or any written instrument of transfer in accordance with the requirements of these Rules, and which facilitate supplementary and incidental matters which may include, but are not limited to, a person Acting as a Central Securities Depository.
          "Remote Body" has the meaning given to that term in the Financial Services and Markets Regulations 2015.
          "Securities" means the instruments listed in paragraphs 87, 88, 89, 90, 91, 92, 93 and 99A of Schedule 1 of the Financial Services and Markets Regulations 2015 or their Shari'a compliant equivalents.
          "Shari'a" has the meaning given to that term in the Glossary of the Financial Services Regulatory Authority’s rulebook.
          "Tangible Documentary Requirement" has the meaning set out in Rule 10.
          "Terms of Issue" means the terms of issue of a Security, including the terms prescribed by the company on which the Security is held and title to it is transferred.
          "Uncertificated", in relation to a Security, means that title to the Security (i) is recorded on the relevant register in respect of holders of such Security maintained in, and (ii) may be transferred by means of, a Relevant System.

      • PART 2 PART 2 ISSUE OF UNCERTIFICATED SECURITIES AND CONVERSION OF SECURITIES INTO UNCERTIFICATED FORM

        • 2. Conditions to issue Uncertificated Securities and Convert Certificated Securities

          (1) In relation to any Security, if the governing law of the Securities or its Terms of Issue and the articles of association of the company are in any respect inconsistent with:
          (a) the issue of that Security in Uncertificated form;
          (b) the registration or transfer of title to that Security in Uncertificated form; or
          (c) these Rules,
          the company must not permit the issue, holding of, or transfer of title to, that Security in Uncertificated form.
          (2) Where Securities are issued in or converted into Uncertificated form, all Securities of the relevant class must be held in Uncertificated form. This Rule is without prejudice to the right of the company subsequently to convert Uncertificated Securities into Certificated form under Part 0 of these Rules.

        • 3. Issue of Uncertificated Securities

          (1) A company may permit the issue, registration and transfer of a Security issued by it in Uncertificated form in accordance with these Rules.
          (2) A company may resolve by resolution of its directors that Securities to be issued by it may be registered and transferred in Uncertificated form.
          (3) The company must notify the Registrar before it issues Securities in Uncertificated form. In accordance with the Registrar’s powers under Chapter 31 of the Companies Regulations and, in particular, Regulation 936(2)(b), notification shall be made in the manner and form specified by the Registrar.
          (4) For the avoidance of doubt, nothing in these Rules removes any liability that a company may have as a result of issuing in Uncertificated form any Securities in breach of any prohibition or restriction contained in the Terms of Issue or articles of association of that Company in respect of such Securities, preventing such issue or only permitting it to take place subject to compliance with specified conditions or requirements.
          (5) On receipt of a notification under Rule 3(3) the Registrar must make a note on the register of the relevant company that the relevant class of Securities shall be held in Uncertificated form.

        • 4. Procedure for Converting Existing Certificated Securities

          (1) Where a company wishes to permit the registration and transfer of a class of its existing Certificated Securities in Uncertificated form, such Securities shall be converted from Certificated form into Uncertificated form in accordance with these Rules.
          (2) To convert existing shares into Uncertificated form, a company must:
          (a) approve the occurrence and date for such conversion, by way of an ordinary resolution of members holding the existing class of shares that are proposed to be so converted;
          (b) comply with any other requirements of the Terms of Issue of those shares, and the articles of association of the company relating to the conversion of those shares into Uncertificated form.
          (3) To convert any Securities that are not shares into Uncertificated form:
          (a) a company must comply with any requirements of the Terms of Issue of those Securities, and the articles of association of the company relating to the conversion of those Securities into Uncertificated form;
          (b) to the extent the Terms of Issue of such Securities are not governed by ADGM law, a company must make such changes to such Terms of Issue as may be required to ensure that the requirements of Rule 2 in relation to such Securities are satisfied; and
          (c) to the extent the Terms of Issue of such Securities are governed by ADGM law and the Terms of Issue do not specify a process for converting the Securities into Uncertificated form, the conversion shall be characterised as an amendment to the Terms of Issue of those Securities and subject to the processes and consents applicable to amendments to such Terms of Issue.
          (4) Conversion of Securities into Uncertificated form is effective on:
          (a) in respect of shares, the date specified in the ordinary resolution; or
          (b) in respect of all other Securities, as determined by the company,
          provided that on such date the company remains in full compliance with all the requirements of Rules 2 and 4.
          (5) Within three working days of the Securities being converted into Uncertificated form, a company must notify:
          (a) each holder of the Securities, in writing, of the conversion of the Securities into Uncertificated form, the applicable Operator and Relevant System and the date of such conversion;
          (b) the Registrar.
          (6) In accordance with the Registrar’s powers under Chapter 31 of the Companies Regulations and, in particular, Regulation 936(2)(b), notification to the Registrar in accordance with Rule 4(5)(b) shall be made in the manner and form specified by the Registrar.
          (7) On receipt of a notification under Rule 4(5)(b), the Registrar must make a note on the register of the relevant company of the conversion of the relevant class of Securities into Uncertificated form, and the date of such conversion.
          (8) Nothing in these Rules prevents the conversion of Securities, which have previously been converted from Uncertificated form into Certificated form, back into Uncertificated form.

      • PART 3 PART 3 REGISTRATION OF UNCERTIFICATED SECURITIES

        • 5. Keeping of registers and records

          (1) A company must maintain (or cause to be maintained by an Operator) in accordance with these Rules a register of the Uncertificated Securities in any class of Uncertificated Securities that it has in issue.
          (2) Nothing in these Rules prohibits a company from appointing a third party to maintain any register of Uncertificated Securities, whether such third party is the company's agent for maintaining such register (where the company is itself the Operator in respect of the Relevant System in relation to the Uncertificated Securities to be recorded on such register) or is an Operator appointed by the company in accordance with Part 0 in relation to such Uncertificated Securities. No such appointment shall relieve the company from any of its obligations under the Companies Regulations (as modified, as the case may be, by these Rules) or otherwise under these Rules in relation to any Uncertificated Securities.

        • 6. Availability of registers and records

          (1) A company that has Uncertificated Securities must ensure that a register of Uncertificated Securities is at all times made available to the Registrar.
          (2) The Terms of Issue of Uncertificated Securities must be made available publicly in accordance with the applicable law of the Security and its Terms of Issue.
          (3) Where the Companies Regulations or any other applicable ADGM legal requirement grants inspection and access rights with respect to a company's register of members or securities, any person reasonably claiming to be a member holding Uncertificated shares or otherwise claiming to hold Uncertificated Securities of that company shall have an equivalent right to access the relevant register of Uncertificated Securities of that company for the purposes of enquiring as to or verifying that the register accurately reflects that person's membership or holdings. The company shall facilitate such access and inspection.

      • PART 4 PART 4 PERSONS THAT MAY MAINTAIN A REGISTER OF UNCERTIFICATED SECURITIES

        • 7. Operator authorised or recognised in the ADGM

          (1) A company that operates a Relevant System may maintain its own register of Uncertificated Securities. Alternatively, a company may appoint:
          (a) an Authorised Person;
          (b) a Recognised Clearing House; or
          (c) a Remote Body;
          that operates a Relevant System to maintain a register of Uncertificated Securities on its behalf.
          (2) A company must ensure that any Authorised Person, Recognised Clearing House or Remote Body acting as an Operator shall permit any register maintained on behalf of such company to be made available or inspected in accordance with Rule 6.

        • 8. Operator not authorised or recognised in ADGM

          (1) The Registrar may approve additional Operators outside ADGM to maintain a register of Uncertificated Securities on behalf of companies.
          (2) Persons may be approved only by the Registrar to act as Operators outside ADGM, who may consider any candidacy in any one of the following manners:
          (a) Operators outside the ADGM may contact the Registrar directly to request approval as an Operator; or
          (b) companies may contact the Registrar to request that Operators be considered for approval as an Operator.
          (3) The Registrar shall provide a response to any request falling under Rule 8(2) within 60 days of the day on which the Registrar acknowledges that it has received sufficient information from, or in respect of, the Operator to enable it to consider its candidacy for approval as an Operator.
          (4) The Registrar shall exercise its discretion and consider any factors that it considers relevant for the purpose of approving entities in accordance with this Rule 8. Without prejudice to the generality of the foregoing, approved Operators shall have a regulatory status, and operate in a manner, that the Registrar determines is sufficiently equivalent to an Operator that may be authorised or recognised in the ADGM (whether or not there is any such Operator currently so authorised or recognised in the ADGM).
          (5) In addition to the entities identified under Rule 7(1), a company may appoint an Operator after obtaining written approval from the Registrar in accordance with Rule 8(2) to maintain a register of Uncertificated Securities on behalf of the company.
          (6) A company that appoints an Operator in accordance with this Rule 8 shall ensure that:
          (a) the register of Uncertificated Securities required to be maintained by such Operator with respect to such company is available for inspection, in accordance with Rule 6;
          (b) the Relevant System of such Operator will allow the company to comply with its obligations under these Rules.

      • PART 5 PART 5 EFFECT OF ISSUING OR CONVERTING SECURITIES INTO UNCERTIFICATED FORM

        • 9. Effect of entries on registers

          (1) A register of Uncertificated Securities is prima facie and sufficient evidence of any matters in respect of which an entry has been made therein, including that the person to whom the entry relates has legal title to the Security which he is recorded as holding.
          (2) Save in the case of error or fraud:
          (a) a transaction in Uncertificated Securities shall become final and irrevocable upon the updating of the register in accordance with the terms or procedures of the Relevant System; and
          (b) no law, regulation, rule or practice on the setting aside of rights or transactions shall lead to the unwinding in the register of a transaction in Uncertificated Securities that has become final and irrevocable in accordance with the terms or procedures of the Relevant System.
          (3) Neither Rules 9(1) or 9(2) shall prevent any person from exercising any right or claim that they may have in law or equity against a purported holder of Uncertificated Securities, including to assert property rights or claims for restitution or damages (for instance in case of fraud, technical error or as a result of that person being a beneficiary under a trust), in respect of a transaction or holding in Uncertificated Securities that has become so evidenced or final and irrevocable.
          (4) Subject to the limitation placed upon inspection and access rights under Rule 6(2) references in any enactment or subordinate legislation to a company's register of members or other register of holders of Securities issued by the company or to any other record, index or list of Securities shall, unless the context otherwise requires, be construed in relation to a company which has any Uncertificated Securities in issue as a reference to the relevant register of Uncertificated Securities (or, as the case may be, record, index or list of Securities) maintained by or on behalf of the company (including by an Operator) in accordance with these Rules.

        • 10. Substitution of Tangible Documentary Requirements

          (1) This Rule 10 applies in respect of any legal or regulatory requirement or restriction relating to all or any of:
          (a) the creation, issue or provision; and
          (b) the endorsement or signature,
          of a declaration, certificate, instrument, notice, instruction or other document in tangible form which applies in respect of the creation, issue or transfer of title to Securities or rights in an Uncertificated Security (a "Tangible Documentary Requirement").
          (2) Subject as mentioned in Rule 10(3) a Tangible Documentary Requirement does not prevent:
          (a) the creation, issue, or transfer (including registration of a transfer of title) of an Uncertificated Security or rights in an Uncertificated Security;
          (b) the conversion of a Security into Uncertificated form; or
          (c) any such action mentioned in (a) and (b) above being legally valid and binding as if it were made fully in accordance with such Tangible Documentary Requirement.

        • 11. Instructions to transfer Uncertificated Securities

          Without prejudice to Rule 10, an instruction relating to an Uncertificated Security given by a person entitled to give such an instruction shall be made in such form that is effective or otherwise required by or compliant with terms or procedures of the Relevant System in which such Uncertificated Security is held.

        • 12. No Certificates of Title in respect of Uncertificated Securities

          (1) Notwithstanding any law or regulation, a company must not issue a Certificate of Title in relation to an Uncertificated Security, save and except for the purpose of recertification of a Security, in accordance with Part 0.
          (2) Subject to Part 0 of these Rules, a document issued by or on behalf of a company purportedly evidencing title to Uncertificated Securities is not evidence of title to the Security and may not be relied upon as such by any person and, in particular, section 706 of the Companies Regulations shall not apply to any document issued with respect to Uncertificated shares of a company.

        • 13. Other applicable rules

          Nothing in these Rules shall restrict the application of any requirements imposed by:

          (a) an Operator (including a Recognised Clearing House, Authorised Person or Remote Body operating a Relevant System);
          (b) any Prescribed Market or a similar market or trading venue situated outside of the ADGM;
          (c) the Financial Services and Markets Regulations 2015 including, without limitation, the regulatory authorisation necessary to carry on the regulated activity of Acting as a Central Securities Depository; and
          (d) the Financial Services Regulator, including under the Market Rules

        • 14. Liability and sanctions in respect of registers and records

          If a company maintains its own register of Uncertificated Securities or causes a third party to maintain its register of Uncertificated Securities, the same liability or sanctions will apply to the company as would apply under applicable law if the Securities to which the obligations related were Certificated Securities.

        • 15. Notices of meetings

          (1) For the purposes of determining which persons are entitled to attend or vote at a meeting of holders of Uncertificated Securities, and how many votes such persons may cast, the company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register of Securities held on the Relevant System in order to have the right to attend or vote at the meeting.
          (2) Changes to entries on the register of Securities held on the Relevant System after the time specified by virtue of Rule 15(1) shall be disregarded in determining the rights of any person to attend or vote at the meeting, notwithstanding any provisions in any enactment, subordinate legislation or articles of association or other instrument or agreement to the contrary.
          (3) Subject to Rules 15(1) and 15(2), for the purposes of:
          (a) serving notices of meetings, whether under section 327(1) of the Companies Regulations, any other enactment, subordinate legislation, a provision in the articles of association or any other instrument; or
          (b) sending copies of the documents required to be sent to any person by section 405(1) of the Companies Regulations, any other enactment, subordinate legislation, a provision in the articles of association or any other instrument, a company may determine that persons entitled to receive such notices, or copies of such documents (as the case may be), are those persons entered on the register of Securities held by on the Relevant System at the close of business on a day determined by it.
          (4) The day determined by a company under Rule 15(3) may not be more than 21 days before the day that the notices of the meeting, or the copies of the documents as the case may be, are sent.
          (5) In calculating the period mentioned in Rule 15(1) above, no account shall be taken of any part of a day that is not a working day

      • PART 6 PART 6 TRUSTS

        • 16. Rules Applicable to Trusts and Trustees

          (1) Unless expressly prohibited from transferring Securities by means of a Relevant System, a trustee or personal representative shall not be chargeable with a breach of trust or, as the case may be, with default in administering the estate by reason only of the fact that:
          (a) for the purpose of acquiring a Security which he has the power to acquire in connection with the trust or estate, he has paid for the Security under arrangements which provide for them to be transferred to him in accordance with the rules of the Operator, but not to be so transferred until after the payment of the price; or
          (b) for the purpose of disposing of a Security which he has power to dispose of in connection with the trust or estate, he has transferred the Security in accordance with the rules of the Relevant System under arrangements which provide that the price is not to be paid to him until after the transfer is made;
          (2) Notwithstanding section 689 of the Companies Regulations, a trustee of a trust deed for securing an issue of debentures shall not be chargeable with a breach of trust by reason only of the fact that he has assented to an amendment of the trust deed only for the purposes of:
          (a) allowing the holding of debentures in Uncertificated form;
          (b) allowing the exercise of rights attaching to the debentures by means of a Relevant System; or
          (c) allowing the transfer of title to the debentures by means of a Relevant System,
          provided that he has given or caused to be given notice of the amendment in accordance with the trust deed not less than 30 days prior to its becoming effective to all persons registered as holding the debentures on a date not more than 21 days before the dispatch of the notice.
          (3) Without prejudice to section 130 of the Companies Regulations, an Operator shall not be bound by or compelled to recognise any express, implied or constructive trust or other interest in respect of Uncertificated Security, even if he has actual or constructive notice of the said trust or interest.

      • PART 7 PART 7 CONVERTING UNCERTIFICATED SECURITIES INTO CERTIFICATED FORM

        • 17. Conversion of Securities into Certificated Form

          Subject to Rule 18, where a company decides to permit the registration and transfer of a class of its existing Uncertificated Securities in Certificated form, such Securities shall, prior to any such registration or transfer, be converted from Uncertificated form into Certificated form in accordance with these Rules.

        • 18. Conditions to Converting Uncertificated Securities into Certificated Form

          (1) In relation to any Security, if the governing law of the Securities or its Terms of Issue, the articles of association of the company are in any respect inconsistent with:
          (a) the registration or transfer of title to that Security in Certificated form; or
          (b) these Rules,
          the company must not permit the issue, holding of, or transfer of title to, that Security in Certificated form.
          (2) Where Uncertificated Securities are converted into Certificated form, all Securities of the relevant class after conversion must be held in Certificated form. This Rule is without prejudice to the right of the company subsequently to convert Certificated Securities into Uncertificated form under Part 0 of these Rules.

        • 19. Procedure for Conversion of Securities into Certificated Form

          (1) To convert shares into Certificated form, a company must:
          (a) approve the occurrence and date for such conversion, by way of an ordinary resolution of members holding the existing class of shares that are proposed to be so converted;
          (b) comply with any other requirements of the Terms of Issue of those shares, and the articles of association of the company relating to the conversion of those shares into Certificated form.
          (2) To convert any Securities that are not shares into Certificated form:
          (a) a company must comply with any requirements of the Terms of Issue of those Securities, and the articles of association of the company relating to the conversion of those Securities into Certificated form;
          (b) to the extent the Terms of Issue of such Securities are not governed by ADGM law, a company must make such changes to such Terms of Issue as may be required to ensure that the requirements of Rule 18(1) in relation to such Securities are satisfied; and
          (c) to the extent the Terms of Issue of such Securities are governed by ADGM law and the Terms of Issue do not specify a process for converting the Securities into Certificated form, the conversion into Certificated Securities shall be characterised as an amendment to the Terms of Issue of those Securities and subject to the processes and consents applicable to amendments to such Terms of Issue.
          (3) Conversion of Securities into Certificated form is effective on:
          (a) in respect of shares, the date specified in the ordinary resolution; or
          (b) in respect of all other Securities, as determined by the company.
          (4) A conversion event will occur in accordance with Rule 19(3) subject to:
          (a) the company notifying any third-party Operator maintaining the register of the Uncertificated Securities that a conversion event will occur on the specified date and that the register held on that Relevant System shall be closed; and
          (b) the company remaining in full compliance with all the requirements of Rules 18 and 19.
          (5) Within three working of the conversion event occurring in accordance with Rule 19(3), a company must notify:
          (a) each holder of the Securities in writing of the conversion of the Securities into Certificated form and the date of such conversion; and
          (b) the Registrar.
          (6) In accordance with the Registrar’s powers under Chapter 31 of the Companies Regulations and, in particular, Regulation 936(2)(b), notification to the Registrar in accordance with Rule 19(5)(b) shall be made in the manner and form specified by the Registrar.
          (7) On receipt of a notification under Rule 19(3), the Registrar must make a note on the register of the relevant company of the conversion of the relevant class of Securities into Certificated form, and the date of such conversion.
          (8) Upon the conversion event occurring in accordance with Rules 19(3) and 19(4):
          (a) the Securities to which that event relate are Certificated Securities;
          (b) the company shall issue Certificates of Title in respect of such Securities; and
          (c) the Rules set out herein that are applicable to Uncertificated Securities cease to apply in respect of such Securities unless and until they are subsequently converted into Uncertificated form.
          (9) Subject to the Terms of Issue of the Security or the articles of association of the company specifying an earlier date, section 714(1) of the Companies Regulation shall apply in relation to the issue of a certificate by a company pursuant to this Rule 19 as it applies in relation to the completion and having ready for delivery by a company of share certificates or debentures; and in that subsection as it so applies the reference to the date on which a transfer is lodged with the company shall be a reference to the date on which the conversion event occurs in accordance with Rule 19(3).
          (10) During any period between the Relevant System ceasing to keep the relevant register and the entering of equivalent details in any register of Certificated Securities and the issuance of any Certificates of Title:
          (a) the relevant holder of such Securities shall retain title to their Security, notwithstanding that the Relevant System has ceased to maintain the relevant register; and
          (b) where those Securities are shares, the relevant holder shall be deemed to continue to be a member of the company.
          (11) Nothing in these Rules prevents the conversion of Uncertificated Securities, which have previously been converted from Certificated form into Uncertificated form, into Certificated form.