180. Functions of Board of Directors of the AFSA in relation to the Registrar etc.

(1) The Board of Directors of the AFSA may, from time to time:

• (a) do anything that it considers necessary or desirable to ensure that the Registrar Exercises the Registrar’s Functions in pursuit of the Registrar’s Objectives; or
• (b) review the Registrar’s performance and the use of the Registrar’s resources; or
• (c) after consultation with the Governor, give the Registrar Written directions:

(i) to further any of the Registrar’s Objectives; or

(ii) relating to the Exercise of the Registrar’s Functions.

(2) The Board of Directors of the AFSA may delegate any of its Functions, other than a Function under subsection (1), to the Registrar if the Board considers that the Functions may more efficiently and effectively be Exercised by the Registrar.

(3) This section is additional to, and does not limit, any other Function of the Board of Directors of the AFSA, whether the Function is given by or under these Regulations or the Rules or otherwise.

181. Power to adopt Rules etc.

(1) The Board of Directors of the AFSA may adopt Rules prescribing matters:

• (a) required or permitted by these Regulations, or any other AIFC Regulations that are Legislation Administered by the Registrar, to be prescribed by the Board by the Rules; or
• (b) necessary or convenient to be prescribed for carrying out or giving effect to these Regulations, the Rules or any other Legislation Administered by the Registrar.

(2) However, the Board may not adopt Rules under this section on matters related to the regulation of financial services and related operations in the AIFC.

(3) Without limiting subsection (1), the Board may adopt Rules:

• (a) with respect to any matters relating to the Registrar’s Objectives or Functions; or
• (b) to facilitate the administration of, or further the purposes of, these Regulations or any Legislation Administered by the Registrar; or
• (c) prescribing standard articles of association; or
• (d) with respect to the procedures for the imposition or recovery of fines, including any circumstances in which the procedures do not apply to the imposition of a fine; or
• (e) setting limits for fines and other penalties that may be imposed for Contraventions of these Regulations; or
• (f) the giving of waiver and modification notices under section 195 (Waivers and modifications of certain provisions), including the procedures for the making of application for, or giving of, notices; or
• (g) with respect to any of the following:

(i) forms, procedures and requirements under these Regulations, the Rules or any other Legislation Administered by the Registrar;

(ii) the keeping of public registers and databases;

(iii) the conduct of the Registrar and the Registrar’s officers, employees, delegates and agents in relation to the Exercise of Functions, including discretionary Functions and the conduct of investigations and hearings.

(4) Rules adopted by the Board may incorporate standards and codes of practice by reference. A standard or code of practice incorporated into Rules adopted by the Board has the same effect as it had been adopted in the Rules, except so far as the Rules otherwise provide.

(5) Instead of incorporating a standard or code of practice into Rules adopted by the Board, the Board may adopt the standard or code of practice as non-binding guidance for AIFC Participants.

(6) Without limiting subsection (1), Rules adopted by the Board may do any of the following:

• (a) make different provision for different cases or circumstances;
• (b) include supplementary, incidental and consequential provisions;
• (c) make transitional and savings provisions.

(7) If any Rules adopted by the Board purport to be adopted in the exercise of a particular power or powers, the Rules are taken also to be adopted in the exercise of all the powers under which they may be adopted.

(8) Until Rules mentioned in subsection (3)(e) are adopted by the Board, there are no limits on the fines and other penalties that may be imposed for a Contravention of these Regulations.

182. Publication of proposed Rules

(1) Before making Rules under section 181 (Power to adopt Rules etc.), the Board of Directors of the AFSA must publish a notice under this section.

(2) The notice must include, or have attached to it:

• (a) a summary of the proposed Rules; and
• (b) the text of the Rules; and
• (c) a statement of the substance and purpose of the material provisions of the Rules; and
• (d) if the Rules incorporate a standard or code of practice by reference—a summary, and the text, of the standard or code of practice and a statement of the substance and purpose of the material provisions of the standard or code of practice.

(3) The notice must invite interested Persons to make representations about the proposed Rules within a stated period of at least 30 days.

(4) Subsections (1), (2) and (3) do not apply to the making of Rules if the Board of Directors of the AFSA considers:

• (a) that any delay likely to arise because of complying with those subsections is prejudicial to the interests of the AFSA; or
• (b) that the Rules are merely consequential on any other Rules adopted (or proposed to be adopted) by the Board; or
• (c) that the Rules do not change, or significantly change, the policy intended to be given effect by these Regulations and the Rules or any other AIFC Regulations or AIFC Rules.

183. Reporting by Registrar

(1) The Registrar must report to the Board of Directors of the AFSA in such a way as the Board of Directors of the AFSA may direct.

184. Record keeping

The Registrar must make suitable arrangements for keeping appropriate Records in relation to the Exercise of the Registrar’s Functions.

185. Conflicts of interest

(1) This section applies to an individual (a relevant person) who is the Registrar or an officer, employee, delegate, agent of the Registrar.

(2) A relevant person must disclose all material conflicts of interest that the person has in Exercising the person’s Functions. The disclosure must be made without undue delay to the person to whom the relevant person reports.

(3) A relevant person must not take part in the making of a decision on a matter in relation to which the person has a material conflict of interest.

(4) Contravention of subsection (3) in relation to a decision does not invalidate the decision.

186. Confidential information

(1) For this section, information is confidential if:

• (a) it is received by the Registrar, or an officer, employee, delegate or agent of the Registrar, in the Exercise of a Function under these Regulations, the Rules or any other Legislation Administered by the Registrar; and
• (b) it has not been made available to the public in circumstances in which disclosure is not prohibited under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(2) Confidential information must not be disclosed by the Registrar, by an officer, employee, delegate or agent of the Registrar, or by any Person coming into possession of the information, without the consent of the Person to whom the duty of confidentiality is owed.

(3) However, the Registrar may, and must if directed by the Board of Directors of the AFSA, disclose confidential information if the disclosure is:

• (a) permitted or required to be made under these Regulations, the Rules or any other AIFC Regulations or AIFC Rules; or
• (b) permitted or required to be made by or under any other law; or
• (c) made to the AFSA for the purpose of assisting the AFSA to Exercise its regulatory Functions; or
• (d) made in good faith for the purposes of the Exercise of the Registrar’s Functions.

187. [intentionally omitted]

188. Annual budget of Registrar

(1) Before the end of each financial year of the AFSA an estimate of the annual income and expenditure of the Registrar for the next financial year must, be submitted to the Board of Directors of the AFSA as a part of the AFSA’s annual budget.

(2) The estimates must include figures relating to levels of remuneration and entitlement to expenses of the Registrar including its officers, employees and agents.

(3) The Board of Directors of the AFSA may, within 30 days after the day it receives estimates for a financial year under subsection (1):

• (a) approve the estimates; or
• (b) on reasonable grounds, reject them.

189. Funding and fees

(1) The Board of Directors of the AFSA shall provide financial resources to the Registrar from the annual budget available to the AFSA to enable the Registrar to Exercise the Registrar’s Functions in an adequate manner.

(2) The Rules may require the payment to the AFSA of fees in respect of:

• (a) the Exercise by the Registrar of prescribed Functions under or for these Regulations, the Rules or any other Legislation Administered by the Registrar, including the receipt by the Registrar of any Document that is required to be given or delivered to, or filed with, the Registrar (however described);
• (b) the inspection of Documents or other material held by the Registrar under these Regulations, the Rules or any other Legislation Administered by the Registrar; and
• (c) the Post-Registration Procedures service provided by the Registrar under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(3) The Registrar may charge a fee for any services provided by the Registrar otherwise than under an obligation imposed on the Registrar by or under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(4) If a fee is prescribed or charged under this section for the Exercise of a Function, or the provision of services, by the Registrar, no action needs to be taken by the Registrar until the fee is paid and, if the fee is payable on the receipt by the Registrar of a Document required to be given or delivered to, or filed with, the Registrar (however described), the Registrar is taken not to have received the Document until the fee is paid.

190. Accounts of Registrar

(1) The Registrar must keep proper accounts of the Registrar’s financial activities and provide such information to the Board of Directors of the AFSA as they may require to enable the AFSA to satisfy any accounting and audit requests applicable to it.

191. [intentionally omitted]

192. [intentionally omitted]

193. Liability

(1) Neither the Registrar, the AFSA, nor an officer, employee, delegate or agent of the Registrar or AFSA, can be held liable for anything done or omitted to be done in the Exercise or purported Exercise of the Functions of the Registrar or the Board of Directors of the AFSA under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(2) Subsection (1) does not apply in relation to an act or omission if the act or omission is shown to have been in bad faith.

194. Independent review of Registrar

(1) The Governor may appoint an independent Person (the reviewer) to review and report to the Governor on any aspect of the efficiency and effectiveness of the Registrar in the use of the Registrar’s resources.

(2) The office of the Governor must meet the reasonable expenses incurred by the reviewer in conducting the review and preparing the report.

(3) The reviewer has a right of access, at all reasonable times, to all information that is held or controlled by any officer, employee or agent of the Registrar and that is reasonably required by the reviewer for the purposes of the review.

(4) The reviewer is entitled reasonably to require from the Registrar, and the officers, employees and agents of the Registrar, the information and explanations that the reviewer considers necessary for the purposes of the review.

(5) A Person must not, without reasonable excuse, intentionally engage in conduct that obstructs or hinders the reviewer in the Exercise of the reviewer’s Functions under this section.

195. Waivers and modifications of certain provisions

(1) In this section: relevant provision means a provision of these Regulations, the Rules, or any other Legislation Administered by the Registrar, or any provision of other Regulations and Rules declared by the Rules to be a provision to which this section applies.

(2) On the application or with the consent of a Person, the Registrar may, by Written notice, provide that 1 or more relevant provisions:

• (a) do not apply to the Person; or
• (b) apply to the Person with the modifications stated in the notice.

(3) The notice may be given subject to conditions.

(4) If the notice is given subject to conditions, the Person must comply with the conditions. If the Person Contravenes a condition, the Registrar may, without limiting the Registrar’s other powers, apply to the Court for the order that the Registrar considers appropriate, including an order that the Person comply with the condition, whether or not in a specified way.

(5) Unless the Registrar is satisfied that it is inappropriate or unnecessary to do so, the Registrar must publish a notice under subsection (2) in a way the Registrar considers appropriate for bringing the notice to the attention of:

• (a) Persons likely to be affected by it; and
• (b) others who may be likely to become subject to a similar notice.

(6) The Registrar may withdraw or vary a notice under subsection (2), on the Registrar’s own initiative or on the application of the Person to whom the notice applies.

196. Obligation of disclosure to Registrar

(1) A Regulated Entity or auditor of a Regulated Entity must disclose to the Registrar any matter that reasonably tends to show:

1. (a) that the Regulated Entity has or may have Contravened these Regulations; or
2. (b) anything else prescribed by the Rules or any other Legislation Administered by the Registrar.

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

(3) Subsection (1) does not require disclosure of a privileged communication.

(4) A Regulated Entity must establish and maintain appropriate systems and internal procedures to enable it to comply with subsection (1).

(5) Any provision in an agreement between a Regulated Entity and a Relevant Person for the Regulated Entity or an auditor, is void so far as it purports to hinder any Person from causing or assisting a Regulated Entity to comply with an obligation under subsection (1).

(6) A Person must not be subjected to detriment, loss or damage merely because the Person does anything to cause or assist a Regulated Entity to comply with an obligation under subsection (1).

(7) The Court may, on the application of an aggrieved Person, make any order for relief if the Person has been subjected to any detriment, loss or damage referred to in subsection (6).

(8) In this section: auditor includes a Person who is registered by the Registrar as an auditor under these Regulations. privileged communication means a communication attracting a privilege arising from the provision of professional legal advice or any other advice to which the relationship of lawyer and client or other similar relationship applies but does not include a communication to which a general duty of confidentiality only applies. Regulated Entity has the meaning given by section 158(2) (Application and interpretation of Part 14). Relevant Person, for a Regulated Entity, has the meaning given by section 158(3) and (4).

197. Disclosures to Registrar

(1) A Person is not liable to any proceedings, subject to any Liability, or in Breach of any duty, merely because the Person gives or produces any information or Document to the Registrar in good faith, and in the reasonable belief that the information or Document is relevant to any of the Functions of the Registrar under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(2) This section applies whether the information or Document is given or produced under a requirement at law or otherwise.

198. [intentionally omitted]

199. Irregularities

(1) In this section: procedural irregularity includes a defect, irregularity or deficiency of notice or time. procedure means any procedure, including, for example, the making of a decision, the conduct of a hearing, the giving of a notice, and any proceeding, whether or not a legal proceeding.

(2) A procedure under these Regulations, the Rules or any other Legislation Administered by the Registrar is not invalid because of any procedural irregularity unless the Court declares the procedure to be invalid.

(3) A Person may apply to the Court for an order:

• (a) declaring that:

(i) anything purporting to have been done; or

(ii) any procedure purporting to have been commenced or undertaken; under these Regulations, the Rules or any other Legislation Administered by the Registrar is not invalid because of any Contravention of these Regulations, the Rules or any other Legislation Administered by the Registrar; or

• (b) extending or abridging the period for doing anything, or commencing or undertaking any procedure, under these Regulations, the Rules or any other Legislation Administered by the Registrar; if the thing or procedure is essentially of a procedural nature.

200. Giving false or misleading information to Registrar etc.

(1) A Person must not:

• (a) make a statement, or give information, to the Registrar (whether orally, in a Document or in any other way) that is false or misleading in a material particular; or
• (b) give a Document to the Registrar that is false or misleading in a material particular; or
• (c) conceal information or a Document if the concealment is likely to mislead or deceive the Registrar.

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

201. Compliance with orders etc. of Registrar

(1) If the Registrar makes an order, issues a direction, or makes a requirement, (however described) in relation to a Person under these Regulations, the Rules or any other Legislation Administered by the Registrar, the Person must comply with the order, direction or requirement.

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

202. Notification of Registrar’s decisions and reasons

(1) This section applies if, under these Regulations, the Rules or any other Legislation Administered by the Registrar:

• (a) the Registrar makes a decision (including a decision refusing to make a decision) on the application (however described) of a Person (the affected Person for the decision); or
• (b) the Registrar makes a decision affecting the interests of a Person (the affected Person for the decision) on the Registrar’s own initiative.

(2) As soon as practicable after the Registrar makes the decision, the Registrar must give the affected Person Written notice of the decision.

(3) Without limiting subsection (2), the notice must:

• (a) if the decision is to take effect on the day after the day the notice is given to the Person—state that fact; or
• (b) if the decision is to take effect at a different time—specify the time; or
• (c) if the decision is to grant or issue (however described) permit, registration or anything else subject to conditions, restrictions or limitations of any kind—state the conditions, restrictions or limitations; or
• (d) if the decision is to grant or issue (however described) permit, registration or anything else for a period - specify the period.

(4) The notice must include, or be accompanied by, a statement of the Registrar’s reasons for the decision.

(5) However, if the decision was made on the application (however described) of the affected Person, subsection (4) does not apply to the decision so far as the decision was the decision the affected Person applied for.

(6) Also, subsection (4) does not apply to the decision if a provision of any Legislation Administered by the Registrar expressly provides that the Registrar need not provide reasons for the decision.

(7) This section is additional to, and does not limit, any other provision of any the AIFC Regulations or AIFC Rules.

203. Publication by AFSA

(1) The AFSA must make Rules and Guidance available to the public without undue delay after they are adopted.

(2) The AFSA may publish, in the form and way the AFSA considers appropriate, information and statements relating to the practices and procedures of the Registrar, decisions of the Court, and any other matters that the Registrar considers relevant to the conduct of affairs in the AIFC.

(3) Publications made under this section may be provided with or without charge, as the Board of Directors of the AFSA may decide.

204. Public registers

(1) The Registrar must keep and publish registers of current and past registrations of Companies and Recognised Companies in accordance with any requirements prescribed by the Rules.

(2) The Registrar must make a reasonably current version of each register kept under subsection (1) freely available for viewing by the public during the normal business hours of the Registrar.

205. Language

The Registrar may require communications to which the Registrar is a party (including communications under any other Legislation Administered by the Registrar) to be conducted in the English language.