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.