144. Foreign Companies

(1) A Foreign Company must not conduct business in or from the AIFC as an AIFC Participant unless it is registered a Recognised Company under this Part.

(2) The Rules may make provision about what is (or is not) conducting business for this Part.

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

(4) A Foreign Company may apply to the Registrar for registration as a Recognised Company in accordance with the Rules.

(5) If a Recognised Company becomes a Company, the Registrar must cancel its registration as a Recognised Company.

145. Refusal to register Foreign Company

The Registrar may refuse to register a Foreign Company as a Recognised Company for any reason the Registrar considers to be a proper reason for refusing to register the company.

146. Effect of registration as Recognised Company

(1) If the Registrar registers a Foreign Company as a Recognised Company, the Registrar must:

• (a) issue a certificate of recognition; and
• (b) assign a number to the Recognised Company, which is to be the Recognised Company’s identification number; and
• (c) enter the name of the Recognised Company in the Register.

(2) A certificate of recognition issued by the Registrar is conclusive evidence:

• (a) of the registration of a Foreign Company as a Recognised Company; and
• (b) that the requirements of these Regulations, the Rules and any other Legislation Administered by the Registrar have been complied with in respect of the registration.

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

(4) [intentionally omitted]

147. Requirements of Recognised Company

(1) A Recognised Company must:

1. (a) appoint and retain at all times at least 1 Person who is authorised to accept service of any Document or notice on behalf of the Recognised Company and to Exercise any other Function prescribed by the Rules; and
2. (b) have a place of business in the AIFC to which all communications and notices may be addressed; and
3. (c) file with the Registrar, in the form and way required by the Rules, notice of the following:
4. (i) the appointment of Persons authorised to accept service for the Recognised Company;

(ii) the address of the principal place of business of the Recognised Company in the AIFC;

(iii) details of Persons authorised to accept service and the address of its principal place of business in the AIFC;

(iv) details of the Recognised Company’s shareholders or members;

1. (v) details of the Recognised Company’s Directors and Secretary; and
2. (d) give the Registrar a copy of each annual return or comparable document filed in its jurisdiction of incorporation, within 30 days after the day it files the annual return or comparable document in that jurisdiction; and
3. (e) comply with any other requirement prescribed by the Rules.

(2) The Rules or any other Legislation Administered by the Registrar may:

1. (a) prescribe procedures in relation to the requirements under this Part; and
2. (b) exclude, waive or modify any requirements under this Part in relation to different cases or classes of case.

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

148. Notification of change in Registered Details of Recognised Company

(1) If any of the Registered Details of a Recognised Company change, the Recognised 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 Recognised 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.

149. Accounting Records of Recognised Companies

(1) A Recognised Company must keep Accounting Records that are sufficient to show and explain its transactions so as to:

• (a) disclose with reasonable accuracy the financial position of the Recognised Company at any time; and
• (b) enable its Directors or managers to ensure that any accounts prepared by the Recognised Company under this Part comply with the requirements of these Regulations the Rules and any other Legislation Administered by the Registrar.

(2) A Recognised Company must ensure that its Accounting Records are:

• (a) kept at the place that the Directors or managers consider appropriate except so far as the Rules otherwise require; and
• (b) preserved by the Recognised Company for at least 6 years after the day they are created or, if the Rules prescribe another period, the other period; and
• (c) open to inspection by an Officer or auditor of the Recognised Company at all reasonable times; and
• (d) otherwise kept and maintained as required by the Rules.

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

150. Inspection and remedies

Part 14 (Powers and remedies) applies, with any necessary modifications, to a Recognised Company as if it were a Company.