13. Formation of companies

(1) A company may be incorporated under these Regulations on the application of any 1 or more Persons in accordance with this Part.

(2) A company must not be incorporated for an unlawful purpose.

(3) An application for the incorporation of a company must be filed with the Registrar by the Incorporators or their duly authorised representative.

(4) The application must state the following:

1. (a) the proposed name of the Company;
2. (b) whether the proposed Company is to be a Private Company or a Public Company;
3. (c) the nature of the business to be conducted by the proposed Company;
4. (d) the amount of the initial share capital and shareholdings of the Incorporators;
5. (e) the nominal value of each Share;
6. (f) the address of the proposed Company’s registered office;
7. (g) the following information for each Incorporator:
8. (i) the full name, nationality and address of the Incorporator;

(ii) if the Incorporator is an individual and is to hold Shares in trust for another Person—the full name, nationality and address of the beneficial owner of the Shares;

(iii) if the Incorporator is a Body Corporate—the beneficial ownership information of the Body Corporate required by the Rules;

1. (h) the full name (including any previous names), nationality, address, business occupation (if any) and date of birth of the individuals who are to serve as the Directors and, if applicable, the Secretary;
2. (i) the other particulars (if any) required by the Registrar or the Rules; and
3. (j) the particulars required by Part 14-1 (Ultimate Beneficial Owners) of these Regulations.

(5) Unless the Standard Articles are adopted by a Company in their entirety, the proposed Articles of Association, signed by or on behalf of each Incorporator, must be filed with the application.

14. Articles of Association

(1) A Company’s Articles of Association must be in the English language and must be divided into paragraphs numbered consecutively.

(2) A Company’s Articles of Association must contain:

• (a) a statement as to whether the Company is a Private Company or a Public Company; and
• (b) the information mentioned in section 13(4)(a) to (c) (Formation of companies); and
• (c) the other matters (if any) required by these Regulations or the Rules to be included in the Articles of Association of a Company.

(3) The Articles of Association may contain any other matters that the Shareholders wish to include in the Articles of Association. However, the Articles of Association must not contain a provision that is inconsistent with these Regulations or the Rules.

(4) A Company may adopt, as its Articles of Association, the whole or any part of the Standard Articles that is relevant to the Company.

(5) If Standard Articles are not adopted by a Company in their entirety, the Company must submit to the Registrar, before the Articles of Association are adopted by the Company, a statement by the Incorporators that the Articles of Association proposed to be adopted by the Company comply with the requirements of these Regulations, the Rules and all other applicable AIFC Regulations and AIFC Rules.

(6) If any change to these Regulations, the Rules or any other applicable AIFC Regulations or AIFC Rules results in an inconsistency between the provisions of a Company’s Articles of Association and the provisions of these Regulations, the Rules or any other applicable AIFC Regulations or AIFC Rules:

• (a) the provisions of these Regulations and any other applicable AIFC Regulations and AIFC Rules prevail; and
• (b) the Company is not required to amend its Articles of Association, unless these Regulations, the Rules or any other applicable AIFC Regulations expressly require it to do so.

15. Decision on incorporation application etc.

(1) The Registrar may refuse to incorporate a Company for any reason the Registrar considers to be a proper reason for refusing to incorporate the Company.

(2) If the Registrar incorporates a Company, the Registrar must register the Articles of Association filed with the application for incorporation, unless the Standard Articles are adopted by a Company in their entirety.

16. Effects of incorporation etc.

(1) On the incorporation of a Company, the Registrar must:

• (a) issue a certificate of incorporation confirming that the Company is incorporated as either a Private Company or a Public Company; and
• (b) assign a number to the Company, which is to be the Company’s identification number; and
• (c) enter the name of the Company in the Register.

(2) On the date of incorporation mentioned in the certificate of incorporation:

• (a) the Incorporators of the Company become the Shareholders of the Company; and
• (b) the Company, having the name contained in the certificate of incorporation, becomes a body corporate, capable of Exercising all the Functions of an incorporated Company.

(3) A certificate of incorporation issued by the Registrar is conclusive evidence of the following matters:

• (a) that the Company has been duly incorporated;
• (b) whether the Company is a Public Company or a Private Company;
• (c) that the requirements of these Regulations and the Rules have been complied with in respect of the incorporation of the Company.

(4) Without limiting subsection (1)(a), the Registrar may make alternative arrangements relating to the issue of certificates of incorporation to Companies in circumstances prescribed by the Rules.

17. Notification of change in Registered Details of Company

(1) If any of the Registered Details of a Company change, the Company must notify the Registrar in Writing of the change within 14 days after the day the change happens and must comply with all other requirements applying to the Company under the Rules in relation to the change.

(2) Contravention of this section is punishable by a fine.

(3) Changes in the Registered Details notice must be accompanied by the prescribed fee set out in the Rules from time to time.

18. Effect of Articles of Association

(1) Subject to these Regulations and the Rules, the Articles of Association bind the Company and its Shareholders to the same extent as if they had been signed by the Company and by each Shareholder, and contained covenants by the Company and each Shareholder to comply with all their provisions.

(2) An amount payable by a Shareholder to the Company under the Articles of Association is a debt due from the Shareholder to the Company.

19. Amendment of Articles of Association

(1) Subject to these Regulations and the Rules, a Company may amend its Articles of Association by Special Resolution or by any other means provided by the Company’s Articles of Association.

(2) The Company must, within 14 days after the amendments to the Articles of Association are made, submit to the Registrar:

• (a) a copy of the amended Articles of Association;
• (b) a certificate given by at least 1 of the Directors of the Company stating that the proposed amendment complies with the requirements of these Regulations and the Rules and all other applicable AIFC Regulations and AIFC Rules; and
• (c) a copy of a Special Resolution, agreement, enactment, order or any other document by which the Articles of Association are amended.

(2-1) The Registrar may rely on the certificate, provided in accordance with subsection 2 (b), as sufficient evidence of the matters stated in it.

(3) If the Articles of Association of a Company are amended, the rights and obligations of the Shareholders and the Company that arose under the Articles of Association before the amendment is made are not be affected unless the amendment expressly provides for it to have such an effect.

(4) Despite anything in the Articles of Association of a Company, a Shareholder of the Company is not bound by an amendment made to the articles after the day the Shareholder became a Shareholder so far as the amendment:

• (d) requires the Shareholder to take or subscribe for more Shares than those held by the Shareholder at the end of the day immediately before the amendment is made; or
• (e) in any way increases the Shareholder’s Liability at the end of that day to contribute to the Company’s share capital or otherwise to pay an amount to the Company.

(5) Subsection (4) does not apply in relation to the Shareholder if the Shareholder, either before or after the amendment is made, agreed to be bound by it.

20. Copies of Articles of Association for Shareholders

(1) A Company must, at a Shareholder’s request, give the Shareholder a copy of the Company’s Articles of Association if the Shareholder pays the reasonable fee (if any) that the Company requires.

(2) Contravention of this section is punishable by a fine.

21. Prohibition against use of misleading, deceptive or conflicting Company names

(1) A Company must not use a name that, because of any fact, matter or circumstance, is, or is reasonably likely to become, misleading, deceptive or conflicting with another name (including an existing name of another Company or Recognised Company).

(2) If, because of the happening or likely happening of any fact, matter or circumstance, a Company’s name is, has become, or is reasonably likely to become, misleading, deceptive or conflicting with another name (including an existing name of another Company or Recognised Company), the Company must change its name within 30 days or, if the Registrar agrees to a longer period, that longer period.

(3) Contravention of this section is punishable by a fine.

22. Change of Company name

(1) A Company must not change its name otherwise than by Special Resolution or by other means provided for by the Company’s Articles of Association and must not change its name to a name that is not acceptable to the Registrar.

(2) If a Company changes its name in accordance with subsection (1), the Company must file the accompanying notice or a statement that the change of name has been made by the means provided for by the Company’s Articles of Association with the Registrar within 14 days after the day the change is made.

(3) Contravention of subsection (1) or (2) is punishable by a fine.

(4) If a Company changes its name and complies with subsection (2) in relation to the change, the Registrar must, as soon as practicable:

• (a) enter the new name in the Register in place of the former name; and
• (b) issue a certificate of name change showing the previous name and the new name of the Company.

(5) The change of name takes effect on the day the Registrar issues the certificate of name change.

(6) The change of name does not:

• (a) affect any rights or obligations of the Company; or
• (b) render defective any legal proceedings by or against it.

(7) Any legal proceedings that could have been commenced or continued against the Company under its former name may be commenced or continued against it under its new name.

(8) A Company may obtain the prior approval of the Registrar to the new name before the name is changed.

23. Power to require change of name

(1) Without limiting section 21 (Prohibition against misleading, deceptive or conflicting names), if, in the opinion of the Registrar, the name by which a Company is registered is, has become, or is reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another Company), or otherwise undesirable, the Registrar may direct the Company to change it.

(2) The Registrar must comply with the Decision-making Procedures in deciding whether to give a direction under subsection (1).

(3) A Company must comply with a direction given by the Registrar under subsection (1) within 30 days after the date specified in the direction unless the Registrar allows a longer period to comply with the direction.

(4) Contravention of subsection (3) is punishable by a fine.

24. Registered office and conduct of business

(1) A Company must, at all times, have a registered office in the AIFC to which all communications and notices to the Company may be addressed.

(2) A Document may be served on a Company by leaving it at, or sending it by post to, the registered office of the Company in the AIFC.

(3) A Company must conduct its principal business activity in the AIFC, unless the Registrar otherwise permits.

(3-1) A Company may change the address of its registered office by giving notice to the Registrar. The change takes effect upon the notice being registered by the Registrar.

(4) Contravention of subsection (1) or (3) is punishable by a fine.

25. Particulars in Company communications

(1) A Company must ensure that its name, and the address of its registered office, appears in legible characters in all its letterheads, receipts, order forms and other correspondence (relevant communications of the Company).

(2) A Company must not include any Registered Details of the Company in its relevant communications if the information provided is false or misleading. Any reference to the amount of the Company’s share capital included in relevant communications of the Company must be to the Company’s fully Paid-up share capital.

(3) Contravention of this section is punishable by a fine.

26. Annual returns

(1) Annual return must be filed with the Registrar by:

(a) A Public Company;

(b) a Private Company with an annual turnover of more than U.S. $500,000 or an average of more than 20 Shareholders during the year for which the annual return is being prepared; or

(c) a Private Company which has not made an election under section 26-1 (Annual confirmation of accuracy of information in the register).

(1-1) A Company which is subject to subsection (1) must, within 6 months of the end of each financial year, or other date the Registrar considers appropriate, file with the Registrar an annual return containing:

(a) its financial statements for the last financial year for which the Company’s accounts have been prepared; and

(b) a statement, for each class of Shares in the Company, setting out either:

(i) the name and address of each Shareholder who, on the filing date, held not less than 5% of the allotted Shares of that class and the number of Shares of that class held by the Shareholder, together with the number of Shareholders each of whom, on that date, held less than 5% of the allotted Shares of that class and the total number of Shares held by them; or

(ii) the name and address of every Shareholder who, on the filing date, held any Shares of that class and the number of Shares of that class held by the Shareholder; and

(c) the particulars mentioned in section 13(4)(j) (Formation of companies) for each Director and, if applicable, the Secretary; and

(d) if Shares are held by the Company as treasury Shares—the entry required by section 62(8)(a) (Treasury Shares); and

(e) the other information, and declarations, (if any) required by the Rules.

(2) The annual return must be accompanied by the filing fee prescribed by the Rules.

(2-1) A Shareholder may request a Company to provide a copy of an annual return of the Company to the Shareholder. If the Shareholder pays the reasonable fee (if any) that the Company requires, the Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Shareholder a written copy of the annual return or make a written copy of the annual return available for the Shareholder at the Company’s registered office.

(3) A Person may request a Public Company to provide a copy of an annual return of the Public Company to the Person. If the Person pays the reasonable fee (if any) that the Public Company requires, the Public Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Person a written copy of the annual return or make a written copy of the annual return available for the Person at the Public Company’s registered office.

(4) Contravention of subsection (1), (2-1) or (3) is punishable by a fine.

26 - 1. Annual confirmation of accuracy of information in the register

(1) A Private Company which is not subject to section 26 (1)(b) may make an election in Writing to file an annual confirmation statement instead of an annual return.

(2) The Private Company which files the annual confirmation statement must, before the end of the period of 14 days after the end of each review period, deliver to the Registrar:

1. (a) such information as is necessary to ensure that the Private Company is able to make the statement referred to in paragraph (b); and
2. (b) a statement (a “confirmation statement”) confirming that all information required to be delivered by the Private Company to the Registrar in relation to the confirmation period concerned under any duty mentioned in subsection (2) either:
3. (i) has been delivered, or

(ii) is being delivered at the same time as the confirmation statement.

(3) The following duties require notification in Writing:

1. (a) the duty to give notice of a change in the address of the Private Company's registered office;
2. (b) the duty to give notice of a change in the Shareholders or in particulars required to be included in the Register of Shareholders;
3. (c) the duty to give notice of a change in the Directors or in particulars required to be included in the Register of Directors;
4. (d) in the case of a Private Company with a Secretary, the duty to give notice of a change in the Secretary or joint Secretaries or in particulars required to be included in the Register of Secretaries;
5. (e) the duty to give notice of a change in the Nominee Directors or in particulars required to be included in the Register of Nominee Directors;
6. (f) the duty to give notice of a change in the UBO Details in relation to each of its Ultimate Beneficial Owners in the Register of Ultimate Beneficial Owners;
7. (g) in the case of a Private Company which keeps any company records at a place other than its registered office, any duty under these Regulations to give notice of a change in the address of that place;
8. (h) the duty to notify a change in the Private Company's principal business activities;
9. (i) the duty to give notice of a change in number of Shares held by the Private Company as treasury Shares;
10. (j) the duty to give notice of a change in other information (if any) required by the Regulations and Rules.

(4) In this section: confirmation period

1. (a) in relation to a Private Company's first confirmation statement, means the period beginning with the day of the Private Company's incorporation and ending with the date specified in the statement (“the confirmation date”);
2. (b) in relation to any other confirmation statement of a Private Company, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned.

(5) The confirmation date of a confirmation statement must be no later than the last day of the review period concerned.

(6) For the purposes of this section, each of the following is a review period:

1. (a) the period of 12 months beginning with the day of the company's incorporation;
2. (b) each period of 12 months beginning with the day after the end of the previous review period.

(7) Where a Private Company delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date.

(8) For the purpose of making a confirmation statement, a Private Company is entitled to assume that any information has been properly delivered to the Registrar if it has been delivered within the period of 5 days ending with the date on which the statement is delivered.

(9) Subsection (8) does not apply in a case where the Private Company has received notice from the Registrar that such information has not been properly delivered.

(10) The confirmation statement must be accompanied by the filing fee prescribed by the Rules.

(11) A Shareholder may request a Private Company to provide a copy of a confirmation statement of the Private Company to the Shareholder. If the Shareholder pays the reasonable fee (if any) that the Private Company requires, the Private Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Shareholder a written copy of the confirmation statement or make a written copy of the confirmation statement available for the Shareholder at the Private Company’s registered office.

(12) Contravention of this section is punishable by a fine.

27. Company Records

(1) This section applies to Records that a Company is required to keep under these Regulations and the Rules.

(2) The Company may keep the Records in the form of a bound or loose-leaf book, or photographic film, or may enter or record the Records by a system of mechanical or electronic data processing or any other medium that is capable of reproducing any required information in intelligible written form within a reasonable time.

(3) The Company must take reasonable precautions:

• (a) to prevent the loss or destruction of Records; and
• (b) to prevent the falsification of entries in them; and
• (c) to facilitate the detection and correction of inaccuracies in them.

(3) If any Records are kept otherwise than in intelligible written form, any duty imposed on the Company under these Regulations and the Rules to allow inspection and copying of, or to require the giving or production of, information or Documents is to be treated as a duty to allow inspection and copying of, or to require the giving or production of, information or Documents in intelligible written form.

28. Filing of Special Resolutions and certain other Resolutions and agreements affecting a Company's Constitutional Documents

(1) This section applies to the following Resolutions and agreements in relation to a Company’s Constitutional Documents:

• (a) any Special Resolution;
• (b) any Ordinary Resolution or agreement agreed to by all the Shareholders of the Company that, if not agreed to by all the Shareholders, would not have been effective for its purpose, unless passed as a Special Resolution;
• (c) any Ordinary Resolution or agreement agreed to by all the Shareholders of a class of Shares that, if not agreed to by all those Shareholders, would not have been effective for its purpose, unless passed by some particular majority or otherwise in some particular way;
• (d) any Ordinary Resolution or agreement that effectively binds all the Shareholders of a class of Shares, although not agreed to by all those Shareholders.

(2) A reference in subsection (1) to the Shareholders of a Company, or to the Shareholders of class of Shares in a Company, does not include a reference to the Company itself if the Company is a Shareholder, or a Shareholder of that class of Shares, only because it holds Shares as treasury Shares.

(3) A Company must file a written copy of every Resolution or agreement to which this section applies or, if a Resolution or agreement is not in Writing, a written memorandum setting out its terms with the Registrar within 15 days after the day it is passed or made.

(4) Contravention of subsection (3) is punishable by a fine.