52. Dissolution

(1) A Foundation shall be dissolved where:

1. (a) the Foundation is established for a definite period and that period expires;
2. (b) the object(s) of the Foundation are fulfilled or become incapable of fulfilment, and the members of the Council, by unanimous decision, so resolve;
3. (c) any provision of the Charter or By-laws of the Foundation so requires;
4. (d) the Court orders that the Foundation be dissolved under section 53 (Court dissolution); or
5. (e) the Registrar strikes the Foundation off the Register in accordance with section 56 (Dissolution by the Registrar).

(2) Where a Foundation is dissolved pursuant to the provisions of subsection 53(1) (Court dissolution), the members of the Council, or such other Person as may be authorized by the Charter or By-laws of the Foundation to supervise the dissolution of the Foundation, shall do all things that are necessary for orderly supervision of dissolution of the Foundation, and shall collect the property of the Foundation, and after discharging or making adequate provision for the discharge of the obligations of the Foundation shall distribute the remaining property in the manner provided in section 54 (Distribution of property).

53. Court dissolution

(1) A Foundation may, upon application, by an order of the Court be dissolved if the Court is of the opinion that:

• (a) the Foundation is insolvent;
• (b) it is just and equitable that the Foundation be dissolved; or
• (c) it is prejudicial to the interest of the AIFC for a Foundation to remain on the Register.

(2) An application for the dissolution of a Foundation under subsections (1)(a) or (b) may be made by the Foundation, a member of the Council of the Foundation, a Guardian of the Foundation or by a creditor of the Foundation.

(3) An application for the dissolution of a Foundation under subsection (1)(c) may be made by the AFSA.

(4) Where the Court orders that a Foundation be dissolved under this section, the Court may appoint a person to supervise the dissolution of the Foundation and may, from time to time, direct the manner in which the dissolution is to be conducted.

54. Distribution of property

(1) Subject to subsection (2), where a Foundation is dissolved and there remains some property after its dissolution such property shall be the property of the Person who, according to the Charter or By¬laws, is entitled to receive any property remaining after the dissolution of the Foundation.

(2) In the event that:

• (a) there is no Person entitled to receive the remaining property of the Foundation as provided in subsection (1); or
• (b) the Person entitled to receive the remaining property refuses to accept the transfer of the property, and there is no relevant provision in the Charter or By-laws of the Foundation, the remaining property shall vest in an AIFC Body or its organisation to be prescribed by AIFC Acts.

55. Application of insolvency rules in winding up

(1) In the winding up of an insolvent Foundation the same rules concerning rights of creditors, proof of debts, valuation of liabilities and preferential payments as are in operation for the time being under the AIFC Insolvency Regulations and the AIFC Insolvency Rules with respect to the estates of insolvent companies apply and must be observed.

56. Dissolution by the Registrar

(1) If the Registrar has reason to believe that:

• (a) a Foundation is acting in Contravention of these Regulations; or
• (b) it is prejudicial to the interest of the AIFC for a Foundation to remain on the Register, he may give notice to the Foundation that at the conclusion of three (3) months from the date of the notice, the Foundation shall be struck off the Register unless reason is shown to the contrary.

(2) If by the end of the three (3) month period, the Registrar has not received from the Foundation an objection to the striking off of the Foundation from the Register or from any other party sufficient reason as to why the Foundation should not be struck off the Register, the Registrar may strike the name of the Foundation off the Register and the Foundation shall be dissolved.

(3) When a Foundation has been struck off the Register under subsection (2), the Foundation or its liquidator may apply to have the name of the Foundation reinstated on the Register, provided such application is made prior to the sixth anniversary of its removal from the Register.

(4) Where an application is made under subsection (3) and upon payment of all outstanding fees and penalties to the Registrar, the Registrar may reinstate the Foundation on the Register.

(5) Where the Foundation is reinstated on the Register under subsection (4), the Foundation is deemed to have continued in existence as if it had not been dissolved or struck off the Register.

(6) Upon dissolution of a Foundation under this section, its outstanding property shall become the property of an AIFC Body or its organisation to be prescribed by AIFC Acts, provided that if it is reinstated to the Register such property shall once again become the property of the Foundation.

57. Publication of dissolution

The Registrar shall publish the dissolution of a Foundation on the website of the AIFC.