298. Defined terms
In these Regulations, unless otherwise defined in these Regulations or the context indicates otherwise, the defined terms listed below shall have the following meanings —
"administration application" has the meaning given in Section 8(1) (Administration application).
"administrative receiver" has the meaning given by Section 152 (Appointment and powers of receivers and administrative receivers).
"administrator" of a Company and "administrator" of a Deed of Company Arrangement have the respective meanings given by Section 1(1) (Administration) and, where the context requires, includes a reference to a former administrator and, unless the context otherwise requires, references to an "administrator" without further designation are to both kinds of administrator.
"Appointed Person" means in relation to a Company —
who is appointed in writing by an Office-holder.
"Articles" has the meaning given in the Companies Regulations 2015.
"attendance" at a meeting is to be interpreted in accordance with paragraph 2 (Attendance at meetings and proxies) of Part 1 (Meetings and time limits) of Schedule 1 (Meetings, Time Limits, Notices and Documents).
"authenticate" or "authenticated" means to authenticate in accordance with paragraph 6 (Authentication) of Part 2 (Form and content of documents) of Schedule 1 (Meetings, Time Limits, Notices and Documents).
"body corporate" has the meaning given to that term in the Companies Regulations 2015.
"books and papers" includes accounts, deeds, writing and documents.
"business day" means every day except Saturday, Sunday and public holidays in the United Arab Emirates.
"cash" means money in any currency, credited to an account, or a similar claim for repayment of money such as a money market deposit.
"Civil Procedure Rules" means any rules, procedures, practice or guidance relating to the Court that is issued by the Board from time to time.
"collateral" means any of the following —
"collateral arrangement" means any margin, collateral or security arrangement or other credit enhancement related to or forming part of a netting agreement or one or more qualified financial contracts entered into thereunder or to which a netting agreement applies, including (without limitation) —
"Commencement of the winding-up" is deemed to occur —
"Commercial Licensing Regulations 2015" means the Commercial Licensing Regulations 2015, issued by the Board.
"Companies Regulations 2015" means the Companies Regulations 2015, issued by the Board.
"Company" has the meaning given in Section 1 (Companies) of the Companies Regulations 2015.
"Connected Person" means a person is connected with a Company if —
"contributory" means every person liable to contribute to the assets of a Company in the event of its being wound up.
"convener" means in respect of any meeting, the person who summons the meeting.
"corporation" has the meaning given to that term in the Companies Regulations 2015.
"correspondence" includes correspondence by telephonic or other electronic means.
"creditors' voluntary winding-up" means a voluntary winding-up other than a members' voluntary winding-up.
"debt" means —
"Deed of Company Arrangement" means a deed of company arrangement between a Company, all or some of its creditors and the administrator of the deed which complies with the requirements of Chapter 8 (Deed of Company Arrangement) of Part 1 (Administration) of these Regulations.
"deliver" and "delivery" are to be interpreted in accordance with Part 8 (Delivery of documents and opting out) of Schedule 1 (Meetings, Time Limits, Notices and Documents) except in respect of the Registrar where "deliver" and "delivery" are to be interpreted in accordance with the Regulations.
"Director" has the meaning given in the Companies Regulations 2015 and includes any person occupying the position of Director, by whatever name called.
"document" includes a written notice or statement or anything else in writing capable of being delivered to a recipient.
"electronic means" in relation to delivery or other correspondence includes fax and "electronic address" includes a fax number.
"equivalent collateral" means —
and includes the original collateral provided under the arrangement.
"file with the Court" means deliver to the Court for filing.
"file with the Registrar" means deliver to the Registrar for filing.
"Financial Market Regulations" means the Abu Dhabi Global Market Regulations governing the financial markets issued from time to time by the Board.
"Fines Schedule" means Schedule 9 (Contraventions), as such Schedule may be amended, replaced or supplemented from time to time.
"floating charge" means a charge which is a floating charge on its creation.
"foreign main proceeding" means a foreign proceeding taking place in a jurisdiction other than the Abu Dhabi Global Market where the debtor has the centre of its main interests.
"foreign proceeding" has the meaning given in Schedule 10 (Application of UNCITRAL Model Law).
"foreign representative" has the meaning given in Schedule 10 (Application of UNCITRAL Model Law).
"general meeting" means a meeting of members of a Company.
"hire-purchase agreement" includes a conditional sale agreement, a chattel leasing agreement and a retention of title agreement,
"holder of a qualifying charge" in respect of a Company's property has the meaning given in Section 21 (Power to appoint).
"in administration" has the meaning given by Section 1(2)(a) (Administration).
"insolvency law of the Abu Dhabi Global Market" means these Regulations as extended or applied by or under any other enactment, regulations or rules (excluding these Regulations).
"insolvency practitioner" has the meaning given under Section 290 (Qualification and registration of insolvency practitioners).
"Insolvency Proceedings" means, as the context requires, any of the following procedures or proceedings —
"insolvent estate" means the Company's property.
"insolvent party" is the party in relation to which an Insolvency Proceeding under the laws of the Abu Dhabi Global Market has been instituted.
"Interpretation Regulations 2015" means the Interpretation Regulations 2015, as enacted by the Board.
"last date for proving" has the meaning given in paragraph 32 (Content of notice) of Part 4 (Distributions to creditors) of Schedule 5 (Proofs and Distribution).
"legislation" includes regulations or rules made under legislation.
"level" when used to describe the quantum of any fine imposed under these Regulations is a reference to the fine levels set out in Schedule 9 (Contraventions) by reference to any standard fines schedule or scale set out in an enactment or in subordinate legislation.
"liability" has the meaning given in Section 299 (Meaning of "liability", "into liquidation" and "into insolvent liquidation" and "in administration", "enters administration" and "enters insolvent administration") of this Part 11 (General).
"Limited Liability Partnership" means a limited liability partnership, as regulated by rules and regulations adopted by the Board.
"Limited Liability Partnership Agreement" means the incorporation document as defined in the Limited Liability Partnerships Regulations or any other agreement among the members of a Limited Liability Partnership.
"Limited Liability Partnerships Regulations" means any rules and regulations issued from time to time by the Board regulating limited liability partnerships.
"Liquidation Committee" means a creditors' committee appointed in accordance with Section 230 (Liquidation committee).
"liquidator" includes, where the context allows, a liquidator appointed provisionally.
"market value" means the amount which would be realised on a sale of property in the open market by a willing vendor.
"member", in respect of a Company, has the meaning given in the Companies Regulations 2015.
"members' voluntary winding-up" means a winding-up in which a Director's declaration has been made in accordance with Section 175 (Declaration of solvency).
"netting" means the occurrence of any or all of the following —
"netting agreement" means (a) any agreement between two parties that provides for netting of present or future payment or delivery obligations or entitlements arising under or in connection with one or more qualified financial contracts entered into under the agreement, or to which the agreement applies, by the parties to the agreement (a "master netting agreement"), (b) any master agreement between two parties that provides for netting of the amounts due under two or more master netting agreements (a "master-master netting agreement") and (c) any collateral arrangement related to or forming part of one or more of the foregoing.
"non-cellular assets" has the meaning given in the Companies Regulations 2015.
"non-Abu Dhabi Global Market Company" means a company incorporated or formed outside the Abu Dhabi Global Market, whether under the federal or local laws of the United Arab Emirates, or the law of any other country or territory.
"non-insolvent party" is the party other than the insolvent party.
"Office-holder" means a receiver, administrative receiver, administrator of a Company, administrator of a Deed of Company Arrangement, a liquidator or a provisional liquidator, as the case may be.
"officer" means, in relation to a Company —
"official interest rate" means the rate of interest specified in the provisions of the Civil Procedure Rules relating to general rules about costs.
"official liquidator" has the meaning given in Section 290 (Qualification and registration of insolvency practitioners).
"opted-out creditor" means a creditor of a Company who in accordance with the Regulations has elected (or is deemed to have elected) to be (and not ceased to be) an opted-out creditor in relation to an Office-holder of that Company.
"party" means for the purposes of Part 7 (Financial Markets and Netting) of these Regulations a person constituting one of the parties to a netting agreement.
"permission" of the Court is to be read as referring to "leave of the Court" in these Regulations.
"petitioner", when referred to in the context of a winding-up, includes any person who has been substituted as such, or has been given carriage of the petition.
"Preferential Debts" means the debts referred to in Section 227 (Preferential Debts).
"Privileged Communication" means a communication attracting a privilege arising from the provision of professional legal advice or from the relationship of lawyer and client or other equivalent relationship, but does not include a general duty of confidentiality.
"property" has the meaning given in Section 215(2) (Property of the Company).
"Protected Cell Company" has the meaning given in the Companies Regulations 2015.
"published in the Abu Dhabi Global Market" means publication —
"qualified financial contract" means any financial agreement, contract or transaction, including any terms and conditions incorporated by reference in any such financial agreement, contract or transaction, pursuant to which payment or delivery obligations are due to be performed or title to commodities or assets is to be transferred for consideration at a certain time or within a certain period of time and whether or not subject to any condition or contingency or pursuant to which obligations to make payments or deliveries, or to transfer title to commodities or assets, in either case, for consideration at a certain time or within a certain period of time and whether or not subject to any condition or contingency are to be entered into or incurred. Qualified financial contracts include (without limitation) —
"Real Property Regulations 2015" means the Real Property Regulations 2015, issued by the Board.
"receiver" has the meaning given in Section 152(1) (Appointment and powers of receivers and administrative receivers) and includes, where the context allows, an administrative receiver but does not include any Court-appointed receiver appointed under the Civil Procedure Rules.
"registered company auditor" means a person who is appointed as an auditor in accordance with Part 35 (Auditors) of the Companies Regulations 2015.
"Registrar" means the Abu Dhabi Global Market's Registration Bureau established by Article 10 of the ADGM Founding Law and governed by Article 11 of that law.
"these Regulations" means the Insolvency Regulations 2015, issued by the Board.
"relevant obligations" means the obligations which are incurred under, secured or otherwise covered by a netting agreement and such obligations may consist of or include —
"residential address" means the current residential address of a person or, if that is not known, the last known residential address.
"retention of title agreement" means an agreement —
"Ruler" means the ruler of the Emirate of Abu Dhabi.
"seal" or "sealed" shall mean the seal provided for, or a document having been sealed in accordance with the requirements of, the Civil Procedure Rules.
"secured creditor" of a Company means a creditor of a Company who holds security in respect of his debt over property of the Company.
"security" means any mortgage, charge (including floating charge), pledge, lien or other security.
"service" means for both Court documents and other documents, service in accordance with the Civil Procedure Rules with such modifications as the Court may direct; however, the provisions of the Civil Procedure Rules relating to service of documents do not apply to the service of a written demand on a Company in accordance with Section 200(1)(a) (Definition of inability to pay debts).
"shadow director", in relation to a Company, means a person in accordance with whose directions or instructions the Directors of the Company are accustomed to act (but so that a person is not deemed a shadow director by reason only that the Directors act on advice given by him in a professional capacity).
"Special Resolution" has the meaning given in the Companies Regulations 2015.
"Schedule" means a schedule to these Regulations.
"standard contents" means —
"Statement of Affairs" means a statement of a Company's affairs prepared in accordance with these Regulations in relation to an administration, administrative receivership or a winding-up as the context requires, and containing the particulars as prescribed by these Regulations or otherwise by the Registrar.
"statement of concurrence" means a statement made by a relevant person in the prescribed form stating that he concurs in the statement of affairs as detailed in Section 52 (Verification and filing).
"statement of proposals" means a statement made by an administrator under Section 56 (Administrator's proposals) setting out proposals for achieving the purpose of administration.
"statement of truth" means a statement of truth made in accordance with the Civil Procedure Rules.
"statutory demand" means a demand served by a creditor on the Company, as further described in Section 201 (The statutory demand).
"subsidiary" has the meaning given in the Companies Regulations 2015.
"the purpose of administration" means an objective specified in Section 2(1) (Purpose of administration).
"title transfer collateral arrangement" means a margin, collateral or security arrangement related to a netting agreement based on the transfer of title to collateral, whether by outright sale or by way of security, including (without limitation) a sale and repurchase agreement, securities lending agreement, securities buy/sell-back agreement or an irregular pledge.
"unable to pay its debts" has the meaning given by Section 200 (Definition of inability to pay debts).
"UNCITRAL Model Law" means the Model Law on cross-border insolvency as adopted by the United Nations Commission on International Trade Law on 30th May 1997.
"unregistered company" has the meaning given in Section 265 (Application of this Part to "unregistered company").
References to the "venue" for any proceeding or attendance before the Court or for a meeting are to —
"voluntary winding-up" means a members' voluntary winding-up and a creditor's voluntary winding-up.
"winding-up by the Court" means a winding-up under Sections 199 (Circumstances in which a Company may be wound up by the Court), 203 (Petition for winding-up by the Financial Services Regulator) and 266 (Winding-up of unregistered Companies) of these Regulations.
"winding-up proceedings" means —
"witness statement" means a witness statement verified by a statement of truth in accordance with the Civil Procedure Rules.