92. Rules made in relation to these Regulations

The Rules may make provision for or in relation to:

• (a) practices and procedures under these Regulations, including voting and results of voting at meetings, the valuation of liabilities, the ranking of debts (other than preferential debts), and the identification and application of assets and the Functions of creditors’ and liquidation committees; and
• (b) extending, excluding, waiving or modifying the application of provisions of these Regulations for the purpose of amending the Functions or responsibilities of any Person under these Regulations.

93. Getting in Company’s property

(1) This section applies in relation to a Company if:

• (a) a Receiver, Administrative Receiver or Provisional Liquidator is appointed for the Company; or
• (b) the Company Goes into Liquidation.

(2) If any Person has in the Person’s possession or control any property, books, papers, records or anything else to which the Company appears to be entitled, the Court may, on application by an Administrator of the Company, require the Person to give (however described) the thing to the Administrator.

(3) If an Administrator of the Company:

• (a) seizes or disposes of any property that is not property of the Company; and
• (b) at the time of seizure or disposal believes, and has reasonable grounds for believing, that the Administrator is entitled (whether under a Court order or otherwise) to seize or dispose of the property; the Administrator is not liable to any Person in relation to any loss or damage resulting from the seizure or disposal (except so far as the loss or damage is caused by the Administrator’s own negligence), and has a lien on the property, or the proceeds of its sale, for the expenses incurred by the Administrator in connection with the seizure or disposal.

94. Duty to cooperate with Administrator

(1) This section applies in relation to a Company (the relevant Company) if:

• (a) a Receiver, Administrative Receiver or Provisional Liquidator is appointed for the Company; or
• (b) the Company Goes into Liquidation.

(2) A Person to whom subsection (3) applies must:

• (a) attend on the Administrator of the Company at the times the Administrator may reasonably require; and
• (b) give the Administrator the information about the Company, and its promotion, formation, business, dealings, affairs or property, as the Administrator reasonably requires.

(3) This subsection applies to the following Persons:

• (a) a Person who is, or has at any time been, an officer of the Company;
• (b) a Person who took part in the formation of the Company if the formation happened at any time within 1 year before the effective date;
• (c) a Person who is in the Company’s employment, or was in its employment at any time within that year, and may be able, in the Administrator’s opinion, to give the Administrator information that the Administrator needs;
• (d) a Person who is, or was at any time within that year, an officer of, or in the employment of, another Company that is, or was at any time within that year, an officer of the relevant Company; and
• (e) if the relevant Company is being wound up by the Court—any Person who has been a Receiver, Administrative Receiver or Liquidator of the Company.

(4) In this section: effective date means whichever of the following dates applies in relation to the relevant Company:

• (a) if a Receiver or Administrative Receiver has been appointed for the Company—the date the Receiver or Administrative Receiver was appointed or, if Receiver or Administrative Receiver was appointed in succession to another Receiver or Administrative Receiver, the date the first Receiver or Administrative Receiver was appointed;
• (b) if the Company has gone into liquidation—the date it went into liquidation;
• (c) if a Provisional Liquidator has been appointed for the Company—the date the Provisional Liquidator was appointed; employment includes employment under a contract for services.

95. Producing account of dealings with Company etc.

The Court may order any Person involved with a Company to produce to it, or to an Administrator of the Company, an account of the Person’s dealings with the Company or any books, papers, records or other Documents in the Person’s possession relating to the Company or to any dealing of the Person with the Company.

96. Transactions at undervalue

(1) This section applies in relation to a Company if:

1. (a) a Receiver, Administrative Receiver or Provisional Liquidator is appointed for the Company; or
2. (b) the Company Goes into Liquidation.

(2) If the Company has at a relevant time (as defined in section 98 (Relevant time for sections 96 and 97)) entered into a transaction with any Person at an undervalue, the Court may, on the application of an Administrator of the Company, make an order restoring the position to what it would have been if the Company had not entered into that transaction.

(3) For this section, a Company enters into a transaction with a Person at an undervalue if it makes a gift to the Person or otherwise enters into a transaction with the Person on terms that provide for the Company to receive no consideration, or consideration the value of which, in money or money’s worth, is significantly less than the value, in money or money’s worth, of the consideration provided by the Company.

(4) However, the Court must not make an order under this section in relation to a transaction at an undervalue if it is satisfied that:

1. (a) the Company entered into the transaction in good faith and for the purpose of conducting its business; and
2. (b) at the time it entered into the transaction, there were reasonable grounds for believing that the transaction would benefit the Company.

97. Preferences

(1) This section applies in relation to a Company if:

1. (a) a Receiver, Administrative Receiver or Provisional Liquidator is appointed for the Company; or
2. (b) the Company Goes into Liquidation.

(2) If the Company has at a relevant time (as defined in section 98 (Relevant time for sections 96 and 97)) given a preference to any Person, the Court may, on the application of an Administrator of the Company, make an order restoring the position to what it would have been if the Company had not given that preference.

(3) For this section, a Company gives a preference to a Person if:

1. (a) the Person is one of the Company’s creditors or a surety or guarantor for any of the Company’s debts or other liabilities; and
2. (b) the Company does anything, or suffers anything to be done, that (in either case) has the effect of putting the Person into a position that, if the Company were to go into insolvent liquidation, would be better than the position the Person would have been in if that thing had not been done.

(4) However, the Court must not make an order under this section in relation to a preference given to a Person by a Company unless the Company was influenced in deciding to give the preference by a desire to produce in relation to the Person the effect mentioned in subsection (3)(b).

(5) A Company that has given a Preference to a Person connected with the Company at the time the preference was given (otherwise than only because of the Person being its employee) is presumed, unless the contrary is shown (by, for example, the receiving of additional material consideration for the preference), to have been influenced in deciding to give it by a desire of the kind mentioned in subsection (4).

98. Relevant time under sections 96 and 97

For section 96 (Transactions at undervalue) and section 97 (Preferences), the time at which a Company enters into a transaction at an undervalue, or gives a preference, is a relevant time if the transaction is entered into, or the preference given:

• (a) for a transaction at an undervalue that is entered into with, or a preference that is given to, a Person connected with the Company (otherwise than only because of the Person being its employee)—at a time in the period of 2 years ending with the onset of Insolvency; or
• (b) for any other transaction at an undervalue or preference—at a time in the period of 6 months ending with the onset of Insolvency; or
• (c) in either case—at a time between the making of an application to the Court under these Regulations and the making of an order by the Court on the application, if the order gives rise to the onset of Insolvency.

99. Invalid security interests

(1) If a Company becomes Insolvent, a security interest in all or substantially all of the Company’s property is invalid if:

• (a) the security interest is created in favour of a Person connected with the Company and is created within 2 years before the onset of Insolvency; or
• (b) the security interest is created within 1 year before the onset of Insolvency and the Company was on the day of the creation of the interest, or became because of the transaction in relation to which the interest was created, Unable to Pay its Debts; or
• (c) the security interest is created after the commencement of a Voluntary Arrangement for the Company.

(2) Subsection (1) does not invalidate a security interest to the extent of the value transferred to the Company, or liabilities of the Company released, because of the transaction giving rise to the grant of the security interest.

100. Application of other laws to receivership and winding up

(1) The provisions of these Regulations and the Rules relating to the powers of a Receiver, Administrative Receiver or Liquidator to get in, secure, realise or distribute property of a Company (the general insolvency law provisions) are subject to the provisions of any other AIFC Regulations or AIFC Rules that are inconsistent with, or otherwise extend, exclude, modify or waive the application of, provisions of these Regulations and the Rules in particular cases or classes of case.

(2) Without limiting subsection (1), the general insolvency law provisions are subject to the provisions of any other AIFC Regulations or any AIFC Rules that provide for or in relation to the orderly conduct of affairs or winding up of a Company (a licensed Company) that is licensed, or recognised by the AFSA including provisions that prescribe procedures and priorities for dealing with assets of a licensed Company or other Persons if there is a pending or actual Insolvency or other default.

101. Power of Court to declare dissolution of Company void

(1) This section applies if a Company has been dissolved under these Regulations or the AIFC Companies Regulations.

(2) On application made within 10 years after the day of the dissolution by a Liquidator of the Company or any other Person who appears to the Court to be interested, the Court may make an order, on the terms the Court considers appropriate, declaring the dissolution void.

(3) If the Court makes an order under subsection (2), the Court may by the order (or subsequent orders) give the directions and make the provisions that it considers just for placing the Company and all other Persons in the same position as nearly as may be as if the Company had not been dissolved.

(4) If the Court makes an order under subsection (2), any proceeding may be taken that might have been taken if the Company had not been dissolved.