52. Register of Shareholders

(1) A Company must establish and maintain a Register of Shareholders. An election may be made in relation to a Private Company for the information, which otherwise would require to be kept in the Register of Shareholders, to be kept by the Registrar.

(2) The Company must promptly enter the following in the Register of Shareholders:

• (a) the names and addresses of its Shareholders, together with a statement of the Shares held by each Shareholder, distinguishing each Share by its number (if the Share has a number) and, if the Company has 2 or more classes of issued Shares, by its class;
• (b) the date each Shareholder was registered as a Shareholder;
• (c) the date any Person ceased to be a Shareholder;
• (d) the date the number of Shares held by any Shareholder increased or decreased;
• (e) for Shares that are not fully paid—the amount remaining unpaid on each Share;
• (f) for joint holders of Shares in a Company—unless otherwise provided in its Articles of Association, the following:

(i) the names of each joint holder;

(ii) the nominee Shareholder for the purposes of voting;

(iii) a nominated single address to which all communications required to be sent to a Shareholder can be sent.

(3) Contravention of subsections (1) and (2) is punishable by a fine.

(4) A Private Company may make an election to keep information in the Register kept by the Registrar.

(5) An election may be made under this section by:

• (a) the applicant wishing to incorporate a Private Company under these Regulations; or
• (b) the Private Company itself once it is incorporated.

(6) In paragraph (b) of subsection (5), the election is of no effect, without prior agreement of all the Shareholders of the Private Company at the particular time to the making of the election.

(7) An election under this section is made by giving notice of election to the Registrar.

(8) If the notice is given by Person(s) wishing to incorporate a Private Company:

• (a) it must be given together with the application for the incorporation under section 13; and
• (b) it must be accompanied by a statement containing all the information under subsection (2).

(9) If the notice is given by the Private Company, it must be accompanied by:

• (a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and
• (b) a statement containing all the information that is required under subsection (2) to be contained in the Private Company's Register of Shareholders as at the date of the notice in respect of matters that are current as at that date.

(10) An election made under subsection (4) takes effect when the notice of election is registered by the Registrar.

(11) The election remains in force until either:

• (a) the Private Company ceases to be a Private Company; or
• (b) a notice of withdrawal sent by the Private Company under subsection (15) is registered by the Registrar, whichever occurs first.

(12) While an election under subsection (4) is in force, a Private Company must continue to keep a Register of Shareholders in accordance with subsection (2) containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Private Company does not have to update that Register to reflect any changes that occur after that time.

(13) The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.

(14) During the period when an election under subsection (4) is in force, a Private Company must deliver to the Registrar any information under subsection (2) which the Private Company would, in the absence of any such election, have been obliged under these Regulations to enter in its Register of Shareholders and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.

(15) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (4), where:

• (a) the withdrawal takes effect when the notice is registered by the Registrar;
• (b) the effect of withdrawal is that the Private Company's obligation under subsection (1) to maintain a Register of Shareholders applies from then on with respect to the period going forward;
• (c) the Private Company must place a note in its Register of Shareholders—

(i) stating that the election under subsection (4) has been withdrawn;

(ii) recording when that withdrawal took effect; and

(iii) indicating that information about its Shareholders relating to the period when the election was in force that is no longer current, is available for public inspection in the Register kept by the Registrar.

(16) All notices and information to be delivered to the Registrar under this section must be made in Writing.

(17) Contravention of subsections (4) to (16) is punishable by a fine.

53. Register of Debt Security Holders

(1) If a Company has issued Debt Securities, it must establish and maintain a Register of Debt Security Holders.

(2) The Company must promptly enter in the Register of Debt Security Holders the name and address of, and the amount of the Debt Securities held by, each Debt Security holder.

(3) Contravention subsection (2) in relation to a Debt Security does not affect the validity of the Debt Security.

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

54. Transfer and registration of Shares and Debt Securities

(1) Despite anything in the Articles of Association of a Company, the Company must not register a transfer of a Share in, or Debt Security of, the Company unless it has been given a written instrument of transfer by the transferee or the transfer is in accordance with a provision of the Rules that enables title to Securities to be evidenced and transferred without a written instrument of transfer.

(2) Subject to subsection (6), the Company must promptly register a transfer of a Share in, or Debt Security of, the Company if it is permitted to register the transfer under subsection (1).

(3) Subsection (1) does not affect any power of the Company to register as a Shareholder or Debt Security holder any Person to whom the right to any Share in, or Debt Security of, the Company has been transmitted by operation of these Regulations, including under any order made by a court of competent jurisdiction.

(4) An application for the transfer of a Share or Debt Security made by the Personal Representative of a deceased Shareholder or Debt Security holder is as effective as it would been if it had been made personally by the deceased Shareholder of Debt Security holder.

(5) On the application of the transferor of a Share in or Debt Security of a Company, the Company must promptly enter in its Register of Shareholders or Register of Debt Security Holders (as the case may be) the name of the transferee in the same way and subject to the same conditions as if the application for the entry had been made by the transferee.

(6) If a Company has reasonable grounds to refuse to register a transfer of Shares in, or Debt Securities of, the Company, the Company must, as soon as reasonably practicable but within 14 days after the day the transfer was lodged with it, give the transferor and transferee Written notice of its reasons for the refusal.

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

55. Place where registers must be kept

(1) A Company’s Register of Shareholders and, if it has issued Debt Securities, its Register of Debt Security Holders, must be kept at its registered office.

(2) However, a register may be maintained by an agent of the Company at the premises of the agent and kept at that office, if the Company has immediate access to the register. If the register is maintained by an agent of the Company at the premises of the agent and not in the AIFC, the Company may keep a copy of the register at its registered office and, if it does so, the Company must update the copy of the register to reflect any changes to the information contained in the register within 10 days after the day the register is changed by the agent.

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

56. Inspection of registers

(1) A Company must ensure that its Register of Shareholders and its Register of Debt Security Holders (if any) are open for inspection by, respectively, any Shareholder or Debt Security holder of the Company during business hours without charge, and, if the Company is a Public Company, by any other Person on application under subsection (3) and on payment of the reasonable amount (if any) required by the Company, at the registered office of the Company or, if the register is maintained at the office of an agent and the office is in the AIFC, at the office of the agent.

(2) However, if a register mentioned in subsection (1) is maintained at an office of an agent of the Company and the office is outside the AIFC, the Company must keep a copy of the register at its registered office and that subsection applies to the Company as if a reference to the register were a reference to the copy kept at its registered office.

(3) An application by a Person under this subsection must be made in Writing to the Company and must include the following information:

• (a) if the applicant is an individual—the applicant’s name and address;
• (b) if the applicant is an organisation—the name and address of an individual responsible for making the application on behalf of the organisation;
• (c) the purpose for which the information obtained is to be used;
• (d) whether the information will be disclosed to any other Person and, if so:

(i) if the other Person is an individual—the individual’s name and address; and

(ii) if the other Person is an organisation—the name and address of an individual responsible for receiving the information on its behalf; and

(iii) the purpose for which the information is to be used by the other Person.

(4) If a Company refuses to allow a Person to inspect a register under subsection (1), the Registrar may, on the Person’s application, direct the Company to immediately allow the Person to inspect the register. An application made under this subsection by a Person other than a Shareholder or Debt Security holder must include the information set out in subsection (3).

(5) A Company must comply with a direction given to it under subsection (4).

(6) Contravention of subsection (1) or (5) is punishable by a fine.

57. Rectification of registers

(1) If:

• (a) without reasonable excuse, the name of a Person, or the number of Shares held or the class of Shares held by a Person, is not entered correctly in, or is omitted from, a Company’s Register of Shareholders; or
• (b) there is a Failure or unnecessary delay in entering in the Register of Shareholders of a Company the fact that a Person has ceased to be a Shareholder; the Person (an aggrieved Person), or any Shareholder of the Company, may apply to the Registrar for rectification of the register.

(2) If:

• (a) without sufficient reason, the name of a Person, or the number of Debt Securities held or the type of Debt Securities held by a Person, is, not entered correctly in, or is omitted from, a Company’s Register of Debt Security Holders; or
• (b) there is a Failure or unnecessary delay in entering in the Register of Debt Security Holders of a Company the fact that a Person has ceased to be a Debt Security holder; the Person (an aggrieved Person), or any Debt Security holder of the Company, may apply to the Registrar for rectification of the Register of Debt Security Holders.

(3) If the Registrar receives an application under subsection (1) or (2) in relation to a register of a Company, the Registrar may:

• (a) order the Company to rectify the register; or
• (b) refuse, for reasonable cause (including, for example, the existence of a dispute relating to the application or the relevant holding), to order the Company to rectify the register.

(4) A Company must not Contravene an order of the Registrar made under subsection (3)(a).

(5) Without limiting the Registrar’s powers under subsection (3), the Court may make 1 or more of the following orders:

• (a) on the application of the Registrar, an order enforcing an order made by the Registrar under subsection (3)(a);
• (b) on the application of an aggrieved Person in relation to a Company, or any Shareholder or Debt Security holder of a Company, an order directing the Company to rectify, or not to rectify, the Company’s Register of Shareholders or Register of Debt Security Holders or to do, or not do, anything else;
• (c) on the application of an aggrieved Person in relation to a Company, an order requiring the Company to pay damages.

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

58. Share certificates

(1) If a Company allots any of its Shares or receives a properly completed transfer for any of its Shares, the Company must, within 14 days after the day it allots the Shares or receives the transfer, complete and have ready for delivery a certificate for all the Shares alloted or transferred, unless title to the Shares is evidenced without a written instrument in accordance the Rules.

(2) If title to the Shares or the transfer of the Shares is evidenced without a written instrument, the Company must complete the registration of the Allotment or transfer of the Shares within 14 days after the day the Company allots the Shares or receives a properly completed transfer for the Shares.

(3) Subsections (1) and (2) does not apply to a transfer of Shares if the Company is, for any reason, entitled to refuse to register the transfer and does not register the transfer.

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

59. Right of Public Company to request information about interests in its Shares

(1) A Public Company may give a Written notice to any Person whom it knows or has reasonable grounds to believe:

• (a) is interested in the Company’s Shares; or
• (b) has been interested in the Company’s Shares at any time within 3 years before the date of the notice.

(2) The notice may require the Person to confirm any interest that Person has, or has had, in the Shares and to provide the details relating to the interest that are specified in the notice.

(3) For this section, a Person has an interest in Shares of a Company if the Person:

• (a) has entered into a contract to acquire the Shares; or
• (b) is not the registered holder of the Shares, but is entitled to:

(i) exercise any right given by holding the Shares; or

(ii) control the exercise of any such right.

(4) If a Person Fails to comply with a notice given to the Person by a Company under subsection (1), the Company may apply to the Court for an order directing that the Shares in which the Person has an interest be subject to any 1 or more of the following restrictions:

• (a) that any transfer of, or agreement to transfer, the Shares is void;
• (b) that voting rights are not exercisable in respect of the Shares;
• (c) that no further Shares be issued instead of the Shares or under an offer made to their holder;
• (d) that, except in a liquidation, no payment be made of amounts owed by the Company on the Shares, whether in respect of capital or otherwise.

(5) On the application, the Court may make the order that the Court considers appropriate, having regard, in particular, to the rights of third parties in respect of the Shares in relation to which the application is made.

(6) Any Person whose rights are, or are likely to be, unfairly affected by an order of the Court made under subsection (5) may apply to the Court on that ground. If the Court is satisfied that the order unfairly affects the rights of the applicant or any other third party, the Court may, for the purpose of protecting the rights of the applicant or any third party, and subject to the terms that it considers appropriate, order that, to the extent stated in the order:

• (a) restrictions imposed by the order under subsection (5) do not apply in relation a stated Person or Persons (or a stated category of Persons); or
• (b) relevant Shares are to cease to be subject to restrictions imposed by the order under subsection (5).

(7) If there is a restriction applying in relation to Shares under an order under subsection (5) (as affected by any order made under subsection (6)), each the following are void to the extent that they Contravene the restriction:

• (a) any transfer of, or agreement to transfer, the Shares;
• (b) any vote cast, or any other action taken relying on a vote cast, in respect of the Shares;
• (c) any issue of Shares instead of the Shares or under an offer made to their holder;

except in a liquidation, any payment made of amount owed by the Company on the Shares, whether in respect of capital or otherwise.

(8) An application may be made to the Court, by the Company concerned or any Person aggrieved, for an order directing that Shares subject to restrictions under an order under subsection (5) are to cease to be subject to the restrictions. The Court may not make the order unless:

• (a) it is satisfied that the relevant facts about the Shares have been disclosed to the Company and no Person has received an unfair advantage because of the earlier Failure to make the disclosure; or
• (b) the Shares are to be transferred for valuable consideration and the Court approves the transfer.