151. Transfer of incorporation to AIFC

(1) A Foreign Company may, if authorised by the laws of the jurisdiction in which it is incorporated, apply to the Registrar of Companies for the continuation of the Foreign Company as a Company.

(2) An application for continuation must be made to the Registrar in accordance with the Rules and must be:

• (a) executed under seal and signed by an Officer of the Foreign Company, and verified by an affidavit, or other similar sworn statement, of the Officer signing the application; and
• (b) accompanied by articles of continuation that comply with section 14(1), (2) and (3) (Articles of Association); and
• (c) accompanied by any other Document required by the Registrar.

(3) The articles of continuation must make any amendments to the original articles of association of the Foreign Company, as they have been amended, necessary to make the articles of continuation comply with these Regulations, the Rules, any other Legislation Administered by the Registrar and any other Acting Law of the AIFC.

152. Certificate of continuation

(1) If the Registrar approves the application for continuation made by a Foreign Company under section 151 (Transfer of incorporation to AIFC), the Registrar must:

• (a) issue a certificate of continuation on the terms and conditions the Registrar considers appropriate; 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) The Registrar may refuse to issue a certificate of continuation if the Registrar considers it appropriate to refuse to issue the certificate.

153. Effect of certificate

From the date of continuation stated in a certificate of continuation issued to a Foreign Company:

• (a) the Foreign Company becomes a Company to which these Regulations apply as if it had been incorporated under these Regulations; and
• (b) the articles of continuation become the Articles of Association of the Company; and
• (c) the certificate of continuation is treated as the certificate of incorporation of the Company.

154. Copy of certificate of continuation

The Registrar must, if requested by a Company to which a certificate of continuation has been issued, send a copy of the certificate of continuation to the appropriate official or public body in the jurisdiction in which the application for continuation was authorised.

155. Rights and Liabilities of continued Foreign Company

If a Foreign Company is continued as a Company under these Regulations, the Company:

• (a) continues to have all the property, rights and privileges, and is subject to all the Liabilities, restrictions and debts, that it had before the continuation; and
• (b) remains a party in any legal proceedings commenced in any jurisdiction in which it was a party before the continuation.

156. Transfer of incorporation from AIFC to another jurisdiction

(1) A Company may, if it is authorised by a Special Resolution or the Registrar in the way prescribed by the Rules, apply to the appropriate official or public body of a jurisdiction outside the AIFC (the other jurisdiction) to transfer its incorporation to the other jurisdiction and request that the Company be continued as a Foreign Company.

(2) The Company must not apply under subsection (1) unless the laws of the other jurisdiction provide that the Foreign Company:

• (a) continues to have all the property, rights and privileges, and is subject to all the Liabilities, restriction and debts, that it had before the continuation; and
• (b) remains a party in any legal proceedings commenced in any jurisdiction in which it was a party before the continuation.

(3) The Company ceases to be a Company within the meaning of these Regulations if the Company is continued as a Foreign Company and files with the Registrar a copy of the certificate or instrument of continuation certified by the appropriate official or public body of the other jurisdiction.

(4) When the Registrar receives the other jurisdiction’s certificate or instrument of continuation, the Registrar must strike the name of the Company off the Register.

157. Refusal to grant authorisation to transfer incorporation

The Registrar may refuse to authorise a Company to apply to be continued as a Foreign Company under section 156(1) (Transfer of incorporation from AIFC to another jurisdiction).