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.