- 5. Application of these Regulations
- 1. Name
- 2. Date of enactment
- 4. Legislative authority
- 8. Certificates
- 9. Appointment of Registrar
- 10. Registrar’s Objectives and Functions
- 11. Types of companies
- 12. Legal personality
- 13. Formation of companies
- 21. Prohibition against use of misleading, deceptive or conflicting Company names
- 14. Articles of Association
- 15. Decision on incorporation application etc.
- 16. Effects of incorporation etc.
- 17. Notification of change in Registered Details of Company
- 18. Effect of Articles of Association
- 19. Amendment of Articles of Association
- 20. Copies of Articles of Association for Shareholders
- 22. Change of Company name
- 23. Power to require change of name
- 25. Particulars in Company communications
- 26 - 1. Annual confirmation of accuracy of information in the register
- 43. Minimum share capital
- 27. Company Records
- 28. Filing of Special Resolutions and certain other Resolutions and agreements affecting a Company's Constitutional Documents
- 29. Capacity of Company
- 32. Participation in Holding Company
- 33. Variation or abrogation of class rights
- 34. Shareholders’ right to object to variation or abrogation
- 35. Limited Liability
- 36. Requirements for Public and Private Companies
- 41. Shareholders
- 37. Name of Private Company
- 38. Name of Public Company
- 42. Nature of Shares
- 39. Re-registration of Public Company as Private Company
- 40. Re-registration of Private Company as Public Company
- 44. Alteration of share capital
- 45. Non-cash consideration for Shares in Private Company
- 46. Non-cash consideration for Shares in Public Company
- 47. Bearer Shares
- 48. Shareholders’ pre-emption rights
- 57. Rectification of registers
- 49. Exceptions to pre-emption right
- 50. Prohibition of public offers by Private Companies
- 51. Enforcement of section 50(1) prohibition
- 52. Register of Shareholders
- 56. Inspection of registers
- 53. Register of Debt Security Holders
- 54. Transfer and registration of Shares and Debt Securities
- 55. Place where registers must be kept
- 58. Share certificates
- 59. Right of Public Company to request information about interests in its Shares
- 60. Power to issue redeemable Shares
- 61. Power of Company to purchase its own Shares
- 62. Treasury Shares
- 63. Prohibition on financial assistance to acquire Shares
- 64. Reduction of Share Capital
- 65. Reduction of Share Capital by Private Company supported by solvency statement
- 66. Reduction of Share Capital by Special Resolution confirmed by Court order
- 67. Court order confirming reduction of Share Capital
- 74. Directors
- 68. Registration of order and statement of capital
- 69. Public Company reducing its Share Capital below its authorised minimum
- 70. Liability to Creditors in respect of reduction of Share Capital by Court order
- 71. Treatment of reserves arising from reduction of capital
- 72. Restrictions on Distributions
- 73. Consequences of unlawful Distribution
- 75. Election, term and removal of directors
- 76. Duties of Directors
- 77. Duty to act within powers
- 78. Duty to promote success of Company
- 79. Duty to exercise independent judgement
- 80. Duty to exercise reasonable care, skill and diligence
- 81. Duty to avoid conflicts of interest
- 85. Duty of Directors to declare interest in existing transaction or arrangement
- 86. Ratification of interest in existing transaction or arrangement
- 87. Prohibition of financial assistance to Directors etc.
- 89. Secretary
- 90. Register of Directors and Secretaries
- 91. Assumptions in relation to Directors and Secretary
- 92. Disqualification orders
- 93. Participation in meetings
- 94. Annual General Meeting
- 95. Meeting requests
- 96. Registrar’s power to call meeting in default
- 97. Notice of meetings
- 98. General provisions about meetings and votes
- 99. Representation of Body Corporate at meetings
- 100. Resolutions in writing of Private Companies
- 101. Recording of decisions by sole Shareholder
- 102. Proxies
- 103. Demand for poll
- 104. Minutes and examination of minute books
- 105. Takeover Offers
- 106. Right of The Offeror to buy out minority Shareholders
- 107. Effect of notice under section 106
- 108. Right of minority Shareholder to be bought out by The Offeror
- 109. Effect of requirement under section 108
- 124. Power of Company to compromise with Creditors and Shareholders
- 110. Applications to Court
- 111. Joint offers
- 112. Associates
- 113. Application and interpretation of Part 8
- 114. Merger agreement
- 137. Auditor’s report to Company
- 115. Resolutions and certificates for merger
- 116. Approval of merger
- 117. Objection to merger by Shareholders
- 118. Notice to Creditors of merger
- 119. Company to apply to Court if solvency statement not made
- 121. Consent of Registrar required for mergers involving bodies other than Companies
- 120. Objection by Creditor if solvency statements made
- 125. Information relating to compromise to be circulated
- 126. Provisions for facilitating Company reconstruction or amalgamation
- 128. Waiver etc. by the Rules
- 173. Administrative imposition of fines
- 129. Accounting Records of Companies
- 130. Financial years
- 131. Accounts
- 132. Provision of copy of accounts to Shareholders
- 133. Directors’ report for Public Companies
- 134. Qualification and registration of Auditors
- 136. Appointment and removal of Auditors
- 138. Auditors’ Functions
- 139. Resignation of Auditor
- 140. Cooperation with Auditors
- 141. Obligation of disclosure by Auditor
- 142. Court orders
- 143. Incorporation of prescribed types of Company
- 144. Foreign Companies
- 145. Refusal to register Foreign Company
- 150. Inspection and remedies
- 146. Effect of registration as Recognised Company
- 147. Requirements of Recognised Company
- 148. Notification of change in Registered Details of Recognised Company
- 149. Accounting Records of Recognised Companies
- 151. Transfer of incorporation to AIFC
- 152. Certificate of continuation
- 153. Effect of certificate
- 155. Rights and Liabilities of continued Foreign Company
- 156. Transfer of incorporation from AIFC to another jurisdiction
- 157. Refusal to grant authorisation to transfer incorporation
- 158. Application and interpretation of Part 14
- 160. Powers of Inspectors to obtain information and Documents etc.
- 159. Appointment of Inspectors
- 161. Use and effect of information and Documents obtained for investigations
- 162. Obstructing or hindering Inspectors
- 163. Inspectors’ reports
- 164. Application to Court by Registrar of Companies
- 165. Direction to comply with Legislation Administered by the Registrar
- 179-8 Exemptions
- 166. General power to obtain information
- 167. Powers to strike off names of Companies from the Register
- 168. Restoration of a Company
- 169. When does a Person Contravene these Regulations
- 170. Involvement in Contraventions of these Regulations
- 171. Enforceable agreements
- 172. Administrative censures
- 174. Orders for compensation
- 174A Liability of officers and others
- 175. Orders for unfair prejudice to Shareholders
- 179. Effect of provisions
- 176. Compulsory winding up
- 177. Appointment of receivers
- 178. Power of Court to grant relief in certain cases
- 179-1 Meaning of Ultimate Beneficial Owner
- 179-2 Ultimate Beneficial Ownership information
- 179-3 Notice in respect of Ultimate Beneficial Ownership
- 179-4 Requirements relating to Beneficial Ownership Register
- 179-5 Application to the Court to rectify the Beneficial Ownership Register
- 179-6 Duty of Nominee Directors
- 179-7 Register of Nominee Directors
- 197. Disclosures to Registrar
- 179-9 Ownership through an exempt entity
- 179-10 Access to Registers
- 179-11 Notification to the Registrar
- 179-12 Notices issued by the Registrar of Companies
- 179-13 Obligations of the Registrar of Companies
- 179-14 Removal of Ultimate Beneficial Owner
- 179-15 Strike off
- 179-16 Meaning of Protected Report, Protected Reporter, Worker, and Employer
- 179-17 Protected Reports and Protected Reporters
- 179-18 Right not to suffer detriment
- 179-20 Whistleblowing policy
- 179-21 Content of whistleblowing policy
- 179-22 Implementation of whistleblowing policy
- 180. Functions of Board of Directors of the AFSA in relation to the Registrar etc.
- 181. Power to adopt Rules etc.
- 182. Publication of proposed Rules
- 183. Reporting by Registrar
- 184. Record keeping
- 185. Conflicts of interest
- 186. Confidential information
- 188. Annual budget of Registrar
- 189. Funding and fees
- 190. Accounts of Registrar
- 193. Liability
- 194. Independent review of Registrar
- 195. Waivers and modifications of certain provisions
- 196. Obligation of disclosure to Registrar
- 199. Irregularities
- 201. Compliance with orders etc. of Registrar
- 202. Notification of Registrar’s decisions and reasons
- 203. Publication by AFSA
- 205. Language
- 1. Meaning of Legislation Administered by the Registrar
- 2. Meaning of Subsidiary, Wholly-Owned Subsidiary, Holding Company, and Ultimate Holding Company
- 3. Provision of information
- 1.5. Definitions etc.