158. Application and interpretation of Part 14

(1) In this Part, a reference to a Company includes a reference to a Recognised Company, except where expressly provided otherwise.

(2) In this Part, a reference to a Regulated Entity is a reference to a Company or to any other entity that is was registered, incorporated or otherwise formed under Legislation Administered by the Registrar, and includes, for example, any of the following entities:

1. (a) a General Partnership or Recognised Partnership under the AIFC General Partnership Regulations;
2. (b) an Incorporated Organisation under the AIFC Non-profit Incorporated Organisations Regulations;
3. (c) a Limited Liability Partnership or Recognised Limited Liability Partnership under the AIFC Limited Liability Partnership Regulations;
4. (d) a Limited Partnership or Recognised Limited Partnership under the AIFC Limited Partnership Regulations.

(3) In this Part, a reference to a Regulated Relevant Person for a Regulated Entity is a reference to:

1. (a) a Person who is a director, officer, partner, member, employee, or agent, (however described) of the Regulated Entity;
2. (b) an Auditor, or former auditor, of the Regulated Entity; or
3. (c) any other Person who is concerned in any way with the Regulated Entity’s management.

(4) In the application of subsection (3) to a Regulated Entity that is a Company:

1. (a) a reference to a director includes a reference to a Director (as defined in Schedule1);
2. (b) a reference to an employee includes a reference to an Employee (as defined in Schedule 1).

(5) Without limiting the powers available to the Registrar of Companies, the Registrar may exercise any power given to the Registrar under these Regulations, the Rules, or any other Legislation Administered by the Registrar, in relation to an entity that has ceased to be a Regulated Entity, or in relation to any Person who was a Regulated Relevant Person for a Regulated Entity or an entity that has ceased to be a Regulated Entity, within 3 years after the day the Registrar becomes aware of an act or omission that gives rise to the right to exercise the power.

(6) For this section, the Registrar of Companies becomes aware of an act or omission in relation to a Contravention if the Registrar has information from which the Contravention can reasonably be inferred.

159. Appointment of Inspectors

(1) The Registrar of Companies may appoint a Person as an inspector to investigate and report on the affairs of a Regulated Entity (the relevant Regulated Entity), if the Registrar considers it necessary or desirable to do so in pursuit the Registrar’s Objectives.

(2) The Person appointed as an Inspector may, with the consent of the Registrar of Companies, also investigate and report on the affairs of another Regulated Entity that, in the Registrar’s opinion, is or was related to the relevant Regulated Entity.

(3) The Registrar of Companies may also appoint a Person as an Inspector to investigate and report on an alleged Contravention of these Regulations.

(4) Any of the following Persons, without limitation, may be appointed as an Inspector under this Part:

• (a) an officer or employee of the office of the Registrar;
• (b) an officer or employee of any other division, department or office (however described) of the AFSA; or
• (c) an independent third party.

(5) To remove any doubt, the powers of investigation set out in the Part are, in the first instance, vested in the Registrar of Companies and nothing in this Part limits the authority of the Registrar of Companies to exercise such powers.

160. Powers of Inspectors to obtain information and Documents etc.

(1) If an Inspector considers that a Person may be able to give information or produce a Document that is or may be relevant to the investigation for which the Inspector was appointed (including any investigation under section 159(2) (Appointment of Inspectors), the Inspector may do any of the following:

1. (a) enter the business premises of the Person during normal business hours for the purpose of inspecting, obtaining and copying information or Documents, in any form, on the premises;
2. (b) require the Person to produce, or arrange for the production of, any books, Records or other Documents in the Person’s custody or power relating to the investigation;
3. (c) require the Person to give, or arrange for the giving of, specified information relating to the investigation;
4. (d) require the Person to attend before the Inspector at a specified time and place (but on reasonable notice) and to answer all questions put to the Person by or on behalf of the Inspector relating to the investigation (a compulsory interview);
5. (e) require the Person to give reasonable assistance of any other kind to the Inspector in connection with the investigation.

(2) The Inspector may, for the exercise of powers under subsection (1)(a) in relation to premises:

1. (a) require any appropriate Person to make available any relevant information or Documents, in any form, on the premises for inspection or copying; and
2. (b) require any appropriate Person to convert any relevant information or Documents on the premises into a form capable of being copied; and
3. (c) use the facilities of the occupier of the premises, free of charge, to make copies.

(3) If the Inspector requires a Person (the interviewee) to attend a compulsory interview under subsection (1)(d), the Inspector may give directions:

1. (a) about who may be present at the compulsory interview, including a direction requiring the interviewee to answers questions put to the interviewee in private; and
2. (b) preventing any Person present during any part of the compulsory interview from disclosing to any other Person any information provided to the interviewee or questions asked by or on behalf of the Inspector during the compulsory interview; and
3. (c) about the conduct of any Person present at the compulsory interview, including about how the Person must participate in the interview; and
4. (d) requiring the interviewee to swear an oath or give an affirmation that the answers of the interviewee will be true; and
5. (e) requiring the interviewee to answer any questions relevant to the investigation; and
6. (f) requiring the interview to be audio or video recorded.

(4) If an Inspector has reasonable grounds to suspect that a Regulated Relevant Person for a Regulated Entity the subject of the investigation maintains or has maintained a bank account of any description, whether alone or jointly with another Person, into or out of which has been paid amounts that are in any way related to the affairs of the Regulated Entity, the Inspector may require the Person to obtain and produce all books and Records in the Person’s custody or power relating to the bank account.

(5) If an Inspector makes a requirement of, or gives a direction to, a Person under this section, the Person must comply with the requirement.

(6) A Person required under this section to answer a question that is put to the Person by or on behalf of an Inspector must not, knowingly or recklessly:

1. (a) make a statement, or give information, (whether orally, in a Document or in any other way) that is false or misleading in a material particular; or
2. (b) withhold any information if withholding the information makes any information given by the Person false or misleading in a material particular or likely to mislead or deceive the Inspector.

(7) An Inspector may exercise any of the powers under this section in respect of any Person within, or outside of, the AIFC. However, if the Person is outside the AIFC, the Inspector must either:

1. (a) use any arrangements with a relevant authority in the jurisdiction in which the Person is resident or domiciled, or the premises are located, to assist it to exercise the power; or
2. (b) apply to the Court for an order compelling the Person to give or arrange for the giving of information, to produce or arrange for the production of Documents, to answer questions or to permit the Inspector or any Person assisting the Inspector to enter premises of the Person and exercise any powers on or in relation to the premises.

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

161. Use and effect of information and Documents obtained for investigations

(1) Information or a Document given, produced or obtained because of the exercise by an Inspector of powers under section 160 (Powers of Inspectors to obtain information and Documents etc.) is admissible in evidence in any proceedings, if the information or Document complies with any requirements relating to the admissibility of evidence in the proceedings.

(2) A requirement under section 160 to give, produce, or arrange for the giving or production of, information or a Document does not apply if the information or a Document is subject to legal professional privilege.

(2-1) Where information or a Document has not been produced to an Inspector on the grounds that it is subject to legal professional privilege and the Inspector disputes this claim, the Inspector may make an application to the Court for an order to produce that information or Document.

(3) An Inspector must not disclose a statement made by a Person in answer to any question asked under section 160 to any law enforcement agency for the purpose of criminal proceedings against the Person unless:

1. (a) the Person consents to the disclosure; or
2. (b) the Inspector is required by law or court order to disclose the statement.

(4) An Inspector may retain possession of any information and Document obtained under section 160 for so long as is necessary:

1. (a) for the purposes of the relevant investigation; or
2. (b) for a decision to be made about whether or not a proceeding to which the information or Document may be relevant should be commenced; or
3. (c) for a proceeding mentioned in paragraph (b) to be finally completed.

(5) A Person is not entitled to claim a lien on a Document as a basis for Failing to comply with a requirement under section 160, but any lien is not otherwise prejudiced.

(6) If a Person is unable to produce information or a Document in compliance with a requirement made by an Inspector under section 160, the Inspector may require the Person to state, to the best of the Person’s knowledge or belief, where the information or Document may be found and who last had possession, custody or control of the information or Document.

(7) If an Inspector considers that, if disclosed, the fact of the issuing of a notice requiring a Person to do anything under section 160, may hinder an investigation, the Inspector may direct the Person not to disclose any information about the notice or the Person’s compliance with it to any other Person, other than the first Person’s legal representative under a duty of confidentiality.

(8) A Person is entitled to legal representation during the course of an investigation.

162. Obstructing or hindering Inspectors

(1) A Person must not, without reasonable excuse, engage in conduct intended to obstruct or hinder an Inspector in the Exercise of any Functions under sections 160 (Powers of Inspectors to obtain information and Documents etc.) and 161 (Use and effect of information and Documents obtained for investigations) or any other provision of these Regulations, or under the Rules or any other Legislation Administered by the Registrar, including, for example, by engaging in any of the following conduct:

1. (a) destroying or concealing a Document;
2. (b) Failing to give or produce information or a Document required by the Inspector;
3. (c) Failing to attend before the Inspector at a specified time and place to answer questions;
4. (d) making a statement, or giving information, (whether orally, in a Document or in any other way) that is false or misleading in a material particular;
5. (e) Failing to give any assistance in relation to an investigation that the Person is required and able to give;
6. (f) Failing to comply with any other requirement made of the Person, or any direction given to the Person, by the Inspector under these Regulations.

(2) If a Person Fails to comply with a requirement or direction of an Inspector (whether under section 160 or 161 or otherwise), the Inspector may certify the Failure in Writing to the Court. The Court may inquire into the matter and make the orders that it considers appropriate.

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

163. Inspectors’ reports

(1) At the conclusion of an Inspector’s investigation, the Inspector must give the Registrar of Companies a Written report on the investigation, in the form and covering the matters that the Registrar may require.

(2) An Inspector must make the interim reports (if any) to the Registrar of Companies that the Registrar may require.

(3) If the Registrar of Companies receives a report from an Inspector, the Registrar may do any 1 or more of the following:

• (a) provide a copy of the report, or any part of the report, to any Regulated Entity to which the report relates, with or without a direction that it be disclosed to any shareholders, members, partners or any other Persons stated in the direction;
• (b) provide a copy of the report, or any part of the report, to any Person whose financial interests may have been affected by the matters dealt with in the report;
• (c) publish the report, or any part of the report, in the way the Registrar considers appropriate.

164. Application to Court by Registrar of Companies

(1) The Registrar of Companies may apply to the Court for an order under this section if, from any report made or information or Document obtained under this Part the Registrar considers that:

• (a) a Regulated Entity’s affairs are being, or have been, conducted in a way that is:

(i) Contravenes these Regulations; or

(ii) unfairly prejudicial to the interests of the Regulated Entity’s shareholders, members or partners generally or of any of its shareholders, member or partners or to any other Person or class of Persons with an interest in the Regulated Entity or its affairs; or

• (b) an actual or proposed act of a Regulated Entity (including an act or omission on its behalf) Contravenes or would Contravene, these Regulation or is, or would be, so unfairly prejudicial.

(2) If the Court is satisfied that an application by the Registrar of Companies under subsection (1)is well founded, the Court may make the order that it considers appropriate for giving relief in respect of the matters complained of.

165. Direction to comply with Legislation Administered by the Registrar

(1) This section applies if a Regulated Entity, or a Regulated Relevant Person for a Regulated Entity, Fails to comply with a requirement (however expressed and including, to remove any doubt, a requirement applying for the benefit of a Person other than the Registrar of Companies):

1. (a) under a provision of these Regulations, the Rules or any other Legislation Administered by the Registrar; or
2. (b) made by the Registrar under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(2) The Registrar of Companies may, by Written notice, direct the Regulated Entity, the Regulated Relevant Person, or another Regulated Relevant Person for the Regulated Entity, to comply with the requirement, or ensure that the requirement is complied with, within the time stated in the notice.

(3) If the Regulated Entity or Regulated Relevant Person Fails to comply with the direction under subsection (2), the Registrar of Companies may apply to the Court for 1 or more of the following orders:

1. (a) an order directing the Regulated Entity or Regulated Relevant Person, or another Regulated Relevant Person for the Regulated Entity, to comply with the direction or with any relevant provision of these Regulations, the Rules or any other Legislation Administered by the Registrar, or ensure that the direction is complied with, within the time stated in the order;
2. (b) an order directing the Regulated Entity or Regulated Relevant Person to pay any costs incurred by the Registrar or any other Person relating to:
3. (i) the giving of the direction by the Registrar; or

(ii) the relevant Contravention of these Regulations;

1. (c) any other order that the Court considers appropriate.

(4) This section does not affect the operation of any other provision of these Regulations, the Rules or any other Legislation Administered by the Registrar imposing penalties in respect of a Failure to comply with a requirement to which this section applies, or any powers that the Registrar, another Person or the Court may have under any other provision of these Regulations, the Rules or any other AIFC Regulations or AIFC Rules.

166. General power to obtain information

(1) The Registrar of Companies may, by Written notice, require any Regulated Entity, or any Regulated Relevant Person for a Regulated Entity, to give specified information, produce specified Documents, or ensure that specified information or Documents are given or produced, to the Registrar. The Regulated Entity or Regulated Relevant Person must comply with the requirement within the time specified in the notice.

(2) The Registrar may, by Written notice, require any Regulated Entity to allow the Registrar to enter any premises of the Regulated Entity during normal business hours, or at any other time agreed between the Registrar and the Regulated Entity, for the purpose of inspecting and copying information or Documents, in any form, on the premises. The Regulated Entity must comply with the requirement.

(3) The Registrar of Companies may exercise a power under subsection (1) or (2) if the Registrar considers that it is necessary or desirable to do so for the Exercise of the Registrar’s Functions under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(4) Information or a Document given, produced or obtained because of the exercise by the Registrar of Companies of powers under subsection (1) or (2) is admissible in evidence in any proceedings, if the information or Document complies with any requirements relating to the admissibility of evidence in the proceedings.

(5) Subsections (1) and (2) do not apply to information or a Document if the information or Document is subject to legal professional privilege.

(6) The Registrar of Companies may apply to the Court for an order to require a Person to comply with a requirement under subsection (1) or (2), and the Court may make the orders that it considers appropriate.

167. Powers to strike off names of Companies from the Register

(1) The Registrar of Companies may strike the name of a Company off the Register if the Registrar has reason to believe that:

1. (a) the Company is not conducting business or is not in operation;
2. (b) the Company is Contravening these Regulations; or
3. (c) it is prejudicial to the interests of the AIFC for the Company to remain in the Register.

(1-1) The Registrar of Companies may conclude that a Company is not conducting business or is not in operation where:

1. (a) the annual return or the annual confirmation statement of the Company has not been filed by the relevant date pursuant to section 26 (Annual returns) or section 26-1 (Annual confirmation of accuracy of information in the register); or
2. (b) a fee due to the Registrar has not been paid on the date due, and in each case, the Company has failed to file the annual return, pay the fee due or to respond to correspondence with the Registrar and a period of 12 months has elapsed since the date on which the annual return or the annual confirmation statement was due to be filed or the relevant fee was due to be paid.

(2) The Registrar of Companies may also strike the name of a Company off the Register if the Company is being wound up in a creditors voluntary winding up and:

1. (a) the Registrar has reason to believe either that:
2. (i) no liquidator is acting; or

(ii) the affairs of the Company are fully wound up; and

1. (b) the returns required to be made by the liquidator have not been made for a period of at least 6 consecutive months.

(3) In deciding whether to strike the name of a Company off the Register under subsection (1) or (2), the Registrar of Companies comply with the Decision-making Procedures and must also:

1. (a) publish a notice in the Appointed Publications of the Registrar’s intention to strike the name of the Company off the Register and dissolve the Company before doing so; and
2. (b) if the Company is licensed, registered or recognised by the AFSA—obtain the AFSA’s consent before publishing the notice under paragraph (a).

(4) If an application is made by a Company to strike the Company’s name off the Register following a voluntary winding up in accordance with the procedures under the AIFC Insolvency Regulations, the Registrar of Companies may strike the Company's name off the Register if the requirements of subsection (5) to (9) are met.

(5) An application under subsection (4) must:

1. (a) be made on the Company’s behalf by its Directors or a majority of them; and
2. (b) be in the form prescribed by the Rules.

(6) Within 7 days after the day that an application under subsection (4) is made, the applicants must give a copy of the application to every Person who, on the day the application is made, is:

1. (a) a Shareholder of the Company; or
2. (b) an Employee of the Company; or
3. (c) a Creditor of the Company; or
4. (d) a Director of the Company who is not a party to the application.

(7) An application must not be made on behalf of a Company under subsection (4):

1. (a) if at any time in the previous 3 months, the Company has:
2. (i) changed its name; or

(ii) traded or otherwise carried on business; or

(iii) made a disposal for value of property or rights held, before the disposal, for gain in the normal course of trading; or

(iv) engaged in any other activity, other than an activity that is necessary or desirable for the purposes of making an application under subsection (4) for concluding the affairs of the Company or complying with associated legal requirements; or

1. (b) at a time when any process in respect of the Company, or its property, has commenced under the AIFC Insolvency Regulations.

(8) The Registrar of Companies must not strike the Company’s name off the Register under subsection (4) unless the Registrar has published a notice in the Appointed Publications, containing the matters required by subsection (9), and at least 3 months have elapsed since the day of publication of the notice.

(9) A notice under subsection (8) must:

1. (a) state that the Registrar of Companies may exercise the power to strike the Company’s name off the Register; and
2. (b) invite any Person to show cause why that should not be done.

(10) If the name of a Company is struck off the Register under subsection (1), (2) or (4), the Liability of every Director and Shareholder of the Company continues and may be enforced as if the Company had not been dissolved.

(11) If the Registrar of Companies strikes the name of the Company off the Register, the Company must be dissolved.

(12) If the name of a Public Company is struck off the Register under this section, the Company must maintain its books and Records for a period of 6 years after the day its name is struck off the Register.

168. Restoration of a Company

(1) The Court may, on application under subsection (2), make an order or orders to restore a Company to the Register and any other order that it considers appropriate.

(2) The application may be made by any 1 or more of the following:

• (a) the Registrar of Companies;
• (b) any former Director of the Company;
• (c) any Person with an interest in any property that was subject to rights vested in the Company or that was benefited by obligations owed by the Company;
• (d) any Person who, apart from, the Company’s dissolution would have been in a contractual relationship with it;
• (e) any Person with a potential legal claim against the Company;
• (f) any former Shareholder of the Company;
• (g) any Person who was a Creditor of the Company when it its name was struck off the Register or it was dissolved;
• (h) any other Person appearing to the Court to have an interest in the matter.

(3) However, an order under subsection (1) must not be inconsistent with any provision of the AIFC Insolvency Regulations relation to the dissolution of Companies.

(4) If the Court makes an order under subsection (1) to restore a Company to the Register, general effect of the order is that the Company is taken to have continued existence as if its name had not been struck off the Register and it had not been dissolved. However, the Company is not liable to a fine for Failure to deliver accounts for any financial year in relation to which the period for filing accounts ended after the day of the striking off or dissolution and before the restoration of the Company to the Register.

(5) If the Court makes an order under subsection (1) to restore a Company to the Register, the Court may give directions and make the provisions it considers just for placing the Company and all other Persons in the same position (as nearly as may be) as if the Company’s name had not been struck off the Register and the Company had not been dissolved.

(6) If the Court makes an order under subsection (1) to restore a Company to the Register, the applicant for the order must deliver a copy of the order to the Registrar of Companies within 14 days after the day the order is made or, if the Court allows a longer period, that longer period.

(7) The Registrar of Companies must, as soon as practicable after receiving a copy of the Court order, restore the Company to the Register.

(8) The restoration of the Company takes effect on a copy of the Court’s order being delivered to the Registrar of Companies.

(9) The Registrar of Companies may, without the need to make an application to the Court, reinstate a Company that has been struck off the Register of Companies by the Registrar of Companies where the Registrar of Companies is satisfied that the Company should be restored to the Register.

169. When does a Person Contravene these Regulations

(1) A Person Contravenes these Regulations if the Person:

• (a) does something that the Person is prohibited from doing by or under these Regulations, the Rules or any other Legislation Administered by the Registrar; or
• (b) does not do something that the Person is required or directed to do (however described) by or under these Regulations, the Rules or any other Legislation Administered by the Registrar; or
• (c) otherwise Contravenes these Regulations, the Rules or any other Legislation Administered by the Registrar.

(2) This section does not apply to anything done, or omitted to be done, by the Governor, AFSA, AIFCA or Registrar of Companies.

170. Involvement in Contraventions of these Regulations

(1) If a Person is Knowingly Concerned in a Contravention of these Regulations committed by another Person, the first Person as well as the other Person Contravenes these Regulations and is liable to be proceeded against and dealt with accordingly.

(2) Without limiting subsection (1), if an Officer of a Company or another Body Corporate is Knowingly Concerned in a Contravention of these Regulations committed by the Body Corporate, the Officer as well as the Body Corporate Contravenes these Regulations and is liable to be proceeded against and dealt with accordingly.

(3) If the affairs of a Body Corporate are managed by its members, subsection (2) applies in relation to the acts and omissions of a member in connection with the member’s management Functions as if the member were an Officer of the Body Corporate.

(4) For these Regulations, a Person is Knowingly Concerned in a Contravention of these Regulations if the Person:

• (a) aided, abetted, counselled or procured the Contravention; or
• (b) induced the Contravention, whether by threats or promises or otherwise; or
• (c) was in any way, whether by act or omission and whether directly or indirectly, knowingly involved in, or a party to, the Contravention; or
• (d) conspired with another Person or others to affect the Contravention; or
• (e) whether alone or in concert with others and whether directly or indirectly, did, attempted or planned any of the following:

(i) concealing the existence, extent or nature of the Contravention;

(ii) obstructing, hindering, impeding or preventing competent authorities within the AIFC from detecting, investigating or prosecuting the Contravention.

(5) In this section:

member, of a Body Corporate that is a Company, includes a Shareholder.

Officer, of a Company or other Body Corporate, includes a Person who is, acts as or purports to be any of the following:

• (a) a member of a committee of management of the Body Corporate, whether or not a Director of the Body Corporate;
• (b) a chief executive officer, Secretary or similar officer of the Body Corporate;
• (c) a controller of the Body Corporate.

(6) This section does not apply to anything done, or omitted to be done, by the Governor, AFSA, AIFCA or Registrar of Companies.

171. Enforceable agreements

(1) The Registrar of Companies may accept a written undertaking given by a Person if the Registrar considers that accepting the undertaking is necessary or desirable in the pursuit of the Registrar’s Objectives.

(2) The Person may withdraw or vary the undertaking at any time, but only with the consent of the Registrar of Companies.

(3) If the Registrar of Companies considers that the Person who gave the undertaking has Breached or is Breaching any of its terms, the Registrar may apply to the Court for an order under subsection (4).

(3-1) The Registrar of Companies may, if it considers it appropriate, publish the terms of any undertaking given by a Person under this section.

(4) If the Court is satisfied that the Person has Breached or is Breaching a term of the undertaking, the Court may make 1 or more of the following orders:

• (a) an order directing the Person to comply with that term;
• (b) an order directing the Person to pay to any other Person or to the Registrar an amount up to the amount of any profit, gain or benefit that the Person has obtained directly or indirectly and that is reasonably attributable to the Breach;
• (c) any order that the Court considers appropriate directing the Person to compensate any other Person who has suffered loss or damage because of the Breach;
• (d) any other order the Court considers appropriate.

172. Administrative censures

(1) The Registrar of Companies may censure a Person if the Person Contravenes these Regulations or Contravenes any Guidance.

(2) In deciding whether to censure a Person under subsection (1), the Registrar of Companies must comply with the Decision-making Procedures.

(3) The Registrar of Companies may censure a Person by any means, including by way of publishing a notice of censure in any way the Registrar considers appropriate.

173. Administrative imposition of fines

(1) If the Registrar of Companies is satisfied that a Person has Contravened these Regulations and Contravention of the relevant provision or of a relevant requirement is expressed to be punishable by a fine, the Registrar may impose a fine on the Person and publish the details of the fine imposed on a Person under this subsection.

(2) In deciding whether to impose a fine on a Person and, if so, the amount of the fine to be imposed, the Registrar of Companies must comply with any applicable Decision-making Procedures and any limits for fines set by the Rules.

174. Orders for compensation

(1) If a Person intentionally, recklessly or negligently Contravenes any requirement, direction, duty, prohibition, responsibility or obligation that is imposed by or under these Regulations, the Rules or any other Legislation Administered by the Registrar, the Person is liable to compensate any other Person for any loss or damage caused to the other Person because of the conduct, and is otherwise liable to restore the other Person to the position the other Person was in before the conduct.

(2) If a Person suffers loss or damage caused because of conduct mentioned in subsection (1), the Court may, on application brought by the Person or the Registrar on behalf of the Person, make orders for the recovery of damages, for compensation or for the recovery of property or any other order as the Court considers appropriate, unless liability for the loss or damage is excluded under these Regulations, the Rules or any other AIFC Regulations or AIFC Rules.

(3) This section does not limit or otherwise affect any rights that a Person may have, or any powers that the Court may have, apart from this section.

174A Liability of officers and others

In circumstances where the actions (or lack thereof) of an individual have given rise to the award of a disqualification order under section 92 (Disqualification orders) or a compensation order under section 175 (Orders for unfair prejudice to Shareholders), and the Court believes that such actions (or lack thereof) were as a result of the direction of an officer of the Company or another Person in accordance with whose instructions the directors of the Company are accustomed to act then the Court may make a disqualification order or a compensation order against that officer or Person.

175. Orders for unfair prejudice to Shareholders

(1) If a Company’s affairs are being or have been conducted in a way that is unfairly prejudicial to the interests of its Shareholders generally or any of its Shareholders, or an actual or proposed act or omission of the Company (including an act or omission on its behalf) is or would be so unfairly prejudicial, the Court may, on application of a Shareholder, make 1 or more of the following orders:

• (a) an order regulating the conduct of the Company’s affairs in the future;
• (b) an order requiring a Person to do, or not to do, anything;
• (c) an order authorising proceeding to be brought in the name of and on behalf of the Company and on the terms the Court considers appropriate;
• (d) an order providing for the purchase of the rights of any Shareholders of the Company by other Shareholders or by the Company itself and, for a purchase by the Company itself, the reduction of the Company’s capital accounts accordingly;
• (e) any other order that the Court considers appropriate.

(2) If an order under this section requires the Company not to make any, or any specified, amendments of its Articles of Association, the Company must not, without leave of the Court, make any such amendment.

(3) An amendment of the Articles of Association of the Company made under an order under this section has the same effect as if it had been duly made by Special Resolution of the Company, and these Regulations, the Rules and any other Legislation Administered by the Registrar apply to the Articles of Association as so amended accordingly.

(4) If the Court makes an order under this section amending the Company’s Articles of Association, the Company must deliver a copy of the order to the Registrar of Companies for registration within 14 days after the day the order is made or, if the Court allows a longer period, the longer period.

(5) This section does not limit or otherwise affect any rights that a Person may have, or any powers that the Court may have, apart from this section.

176. Compulsory winding up

(1) The Registrar of Companies may apply to the Court for the winding up of a Company if:

• (a) either:

(i) a Company is Contravening or has Contravened these Regulations; or

(ii) it is in the interests of the Shareholders of the Company, or of the Creditors of the Company, for a Company to be wound up; and

• (b) it is just and equitable and in the interests of the AIFC for the Company to be wound up and, if the Company is licensed, registered or recognised by the AFSA, the AFSA has given its prior consent for the application to be made.

(2) The Court may make any orders that it considers necessary or desirable for the winding up of the Company.

(3) This section does not limit or otherwise affect any rights that a Person may have, or any powers that the Court or Registrar of Companies may have, apart from this section.

177. Appointment of receivers

(1) In this section: relevant requirement means a requirement, duty, prohibition, responsibility or obligation that is imposed by or under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(2) This section applies if:

• (a) the Registrar of Companies has appointed an Inspector to conduct an investigation into the affairs of a Company; or
• (b) a civil or regulatory proceeding has been instituted, by the Registrar or otherwise, against a Person because of the Person’s conduct in relation to the affairs of a Company; or
• (c) a Person has engaged, is engaging or is proposing to engage in conduct that was, is or will be a Contravention of a relevant requirement.

(3) The Court may, on application of the Registrar of Companies or any other Person, make an order appointing a receiver or receiver and manager, with the powers that the Court considers appropriate, of the property or any of the property of the Company.

(4) If the Company is licensed, registered or recognised by the AFSA, the Registrar of Companies may not make an application under subsection (3) unless the AFSA has given its prior consent to the Registrar making the application.

(5) This section does not limit or otherwise affect any rights that a Person may have, or any powers that the Court or the Registrar of Companies may have, apart from this section.

178. Power of Court to grant relief in certain cases

(1) If, in proceedings relating to any Contravention, default, negligence, or any Breach of duty, obligation, prohibition, requirement, responsibility or trust imposed by or under these Regulations, the Rules or any other Legislation Administered by the Registrar, commenced against an Officer of a Company or an auditor, it appears to the Court that the Officer or auditor is or may be liable for the conduct, but that the Officer or auditor has acted honestly and that, having regard to all the circumstances of the case (including those connected with the Officer’s or auditor’s appointment), the Officer or auditor ought fairly to be excused for the conduct, the Court may relieve the Officer or auditor, either wholly or partly, from liability for the conduct on the terms it considers appropriate.

(2) If an Officer or auditor of a Company has reason to apprehend that a claim will or might be made against the Officer or auditor in respect of any Contravention, default, negligence, or any Breach of duty, obligation, prohibition, requirement, responsibility or trust imposed by or under these Regulations, the Rules or any other Legislation Administered by the Registrar, the Officer or auditor may apply to the Court for relief, and the Court has the same power on the application to relieve the Officer or auditor from liability for conduct as it would have had if proceedings had been brought against the Officer or auditor for the conduct.

(3) In this section: auditor means a Person who is registered by the Registrar of Companies as an auditor under these Regulations.

179. Effect of provisions

To remove any doubt, nothing in any section of this Part limits any other section of this Part, or limits any other provision of these Regulations, the Rules or any other Legislation Administered by the Registrar if the provision provides for administrative remedies or the commencement of proceedings in the Court.