81. Proceedings in relation to Foreign Companies

(1) If a Foreign Company is the subject of insolvency proceedings in its jurisdiction of incorporation or formation, the Court must, on the request of a court of that jurisdiction, assist that court in gathering and remitting assets in the AIFC.

(2) The Rules may make provision for or in relation to the getting in of assets of Foreign Companies and other issues arising in the context of cooperation under subsection (1) with the courts of other jurisdictions.

82. Application of Part 6 to Recognised Companies

(1) This Part is additional to, and does not limit, any provisions of these Regulations or the Rules, or any other Acting Law of the AIFC in relation to insolvency and winding up, and a Liquidator or the Court may Exercise any Functions or do anything else in relation to a Recognised Company that might be Exercised or done by the Liquidator or Court in the winding up of a Company.

(2) A Recognised Company may be wound up under this Part even though it is being wound up, or has been dissolved, deregistered or otherwise ceased to exist as a body corporate, under the law of its place of origin.

83. Winding up of Recognised Companies

(1) Subject to this Part, a Recognised Company may be wound up under these Regulations, and these Regulations apply accordingly to a Recognised Company with the following changes:

• (a) the place of business of the Recognised Company in the AIFC is taken, for the purposes of the winding up, to be the registered office of the Recognised Company;
• (b) a Recognised Company must not to be wound up voluntarily under these Regulations;
• (c) a Recognised Company may be wound up by the Court if:

(i) the Recognised Company is Unable to Pay its Debts, has been dissolved, deregistered or otherwise ceased to exist as a body corporate under the law of its place of origin, has ceased to conduct business in the AIFC, or has a place of business in the AIFC only for the purpose of winding up its affairs; or

(ii) the Court is of the opinion that it is just and equitable that the Recognised Company should be wound up;

• (d) any other necessary changes and any changes prescribed by the Rules.

(2) A Person is a contributory to a Recognised Company that is being wound up, and is liable to contribute as contributory to the property of the Recognised Company, if:

• (a) the Person is liable, on the Recognised Company being wound up, to pay, or contribute to the payment of:

(i) a debt or liability of the Recognised Company; or

(ii) any amount for the adjustment of the rights of the members among themselves; or

(iii) the costs and expenses of the winding up; or

• (b) the Recognised Company has been dissolved, deregistered or otherwise ceased to exist as a body corporate under the law of in its place of origin—the Person was so liable immediately before it so ceased to exist.

(3) Any provision of these Regulations, the Rules, or any other AIFC Regulations or AIFC Rules, about staying or restraining legal proceedings against a Company at any time after the filing of an application for winding up and before the making of a winding up order extend, in the case of a Recognised Company if the application to stay or restrain is by a creditor, to legal proceedings against a contributory of the Recognised Company.

(4) If an order has been made for the winding up of a Recognised Company, no legal proceeding may be continued or commenced against a contributory of the Recognised Company in relation to a debt of the Recognised Company without the leave of the Court and subject to the terms that the Court may impose.

84. Outstanding property of dissolved etc. Recognised Company

(1) This section applies if, after the dissolution or deregistration of a Recognised Company, outstanding property of the Recognised Company remains in the AIFC.

(2) The estate and interest in the property of the Recognised Company or of its Liquidator at the time of the dissolution or deregistration, together with all claims, rights and remedies that the Recognised Company or the Liquidator then had in relation to the property, vests by force of this section in the AIFC.

(3) If any claim, right or remedy of a Liquidator may, under these Regulations or the Rules, be made, exercised or availed of only with the approval (however described) of the Court or another Person, the AIFC may, for this section, make, exercise or avail itself of the claim, right or remedy without the approval.