29. Voluntary dissolution

The Founding Members of an Incorporated Organisation may agree, by Special Resolution, to the voluntary dissolution of the Incorporated Organisation if the Incorporated Organisation has no outstanding liabilities.

30. Dissolution by Registrar of Companies

(1) The grounds for dissolving an Incorporated Organisation under this section are as follows:

• (a) the Incorporated Organisation has Contravened, or is Contravening, these Regulations;
• (b) it is prejudicial to the interests of the AIFC for the Incorporated Organisation to remain registered as an Incorporated Organisation.

(2) If the Registrar of Companies believes that a ground may exist for dissolving an Incorporated Organisation under this section, the Registrar may, by Written notice given to the Incorporated Organisation, tell the Incorporated Organisation:

• (a) about the Registrar’s belief that a ground may exist for dissolving the Incorporated Organisation under this section; and
• (b) that it may make representations to the Registrar, in the way specified in the notice, about the matter within a stated period of at least 14 days after the day the notice is given to the Incorporated Organisation.

(3) If, after considering any representations made by the Incorporated Organisation in accordance with the notice, the Registrar of Companies is satisfied that a ground exists for dissolving the Incorporated Organisation under this section and that the Incorporated Organisation should be dissolved under this section, the Registrar may dissolve the Incorporated Organisation by striking its name off the Register of Incorporated Organisations.

31. Publication of notice of dissolution

The Registrar of Companies must publish notice of the dissolution of an Incorporated Organisation on the AIFC’s website.

32. Distribution of surplus assets on dissolution

(1) Subject to the AIFC Insolvency Regulations, an Incorporated Organisation must not distribute any surplus assets available for distribution at the completion of the dissolution of the Incorporated Organisation under this Part to:

• (a) any Founding Member or Ordinary Member, or former Founding Member or Ordinary Member, of the Incorporated Organisation; or
• (b) any Person to be held on trust for any Founding Member or Ordinary Member, or former Founding Member or Ordinary Member, of the Incorporated Organisation.

(2) Any of surplus assets must be distributed as determined by the Incorporated Organisation’s liquidator with approval of the Registrar of Companies, after consultation with the Board of the Incorporated Organisation and the liquidator.

(3) However, surplus assets, or any part of surplus assets, that were supplied, or were purchased from funds supplied, by a government department or public authority, including any unexpended part of a grant, must be returned to the department or authority or given to a Person nominated by the department or authority.