1.1. Name

These Rules are the AIFC Companies Rules 2017 (or COR).

1.2. Commencement

These Rules commence on 1 January 2018.

1.3. Legislative authority

These Rules are adopted by the Board of Directors of the AFSA under section 181 (Power to adopt Rules etc.) of the AIFC Companies Regulations.

1.4. Application of these Rules

These Rules apply within the jurisdiction of the AIFC.

1.5. Definitions etc.

1.5.1. Schedule 4 (Interpretation) contains definitions used in these Rules.

1.5.2. Terms used in these Rules (other than terms defined in Schedule 4) have the same meanings as they have, from time to time, in the AIFC Companies Regulations, or the relevant provisions of those Regulations, unless the contrary intention appears.

Note: For definitions in the AIFC Companies Regulations applying to these Rules, see Schedule 1 of those Regulations. The definitions in that Schedule relevant to these Rules include the following:

• Accounting Records

• AFSA

• AIFCA

• AIFC Regulations

• AIFC Rules

• Allotment, of Shares in a Company

• Annual General Meeting, of a Company

• Articles of Association, of a Company

• Body Corporate

• Breach

• Company

• Contravene

• Court

• Creditor

• Director, in relation to a Company or another Body Corporate

• Distribution, in relation to a Company

• Document

• Exercise

• Fail

• Financial Services Regulator

• Foreign Company

• Function

• General Meeting, of a Company

• Incorporator, of a Company (or proposed Company)

• Legislation Administered by the Registrar

• Liability

• Objectives, of the Registrar

• Officer, of a Company or another Body Corporate

• Ordinary Resolution, of a Company

• Paid-up

• Person

• Personal Representative, in relation to an individual who has died

• Private Company

• Public Company

• Recognised Company

• Registered Details

• Registrar of Companies (or Registrar)

• Resolution, of a Company

• Secretary, of a Company or another Body Corporate

• Security, of a Company

• Share, in a Company

• Shareholder, of a Company

• Special Resolution, of a Company

• Subsidiary

• Writing.

1.6. Administration of these Rules

These Rules are administered by the Registrar of Companies.

2.1. Application for incorporation etc.

2.1.1. The Person or Persons applying for the incorporation of a company must use the form prescribed by the Registrar of Companies.

2.1.2. If the proposed, or a proposed. company secretary is:

a) a Body Corporate—the Body Corporate must be incorporated, established or registered in the AIFC or

b) a partnership—the partnership must be registered or incorporated in the AIFC.

2.1.3. If an Incorporator is a Body Corporate that is incorporated in a jurisdiction outside the AIFC and is not registered in the AIFC, the application for incorporation of the company must be accompanied by a copy of the Incorporator’s current certificate of incorporation or registration in that jurisdiction, or a Document of similar effect, certified by the relevant authority in that jurisdiction. The Document accompanying the application must be acceptable to the Registrar of Companies.

2.1.4. If the Document is not in the English language, the Document must be accompanied by an English translation certified to the satisfaction of the Registrar of Companies.

2.2. Articles of Association

2.2.1. For the definition of Standard Articles in Schedule 1 of the AIFC Companies Regulations, the provisions of this rule provide the standard articles of association for:

1. (a) a Private Company – Schedule 5 (STANDARD ARTICLES FOR PRIVATE COMPANIES);
2. (b) a Public Company – Schedule 6 (STANDARD ARTICLES FOR PUBLIC COMPANIES).

2.2.2. If the proposed Articles of Association filed with an application for the incorporation of a company do not adopt the Standard Articles in their entirety, the proposed Articles of Association must, for section 14(2)(c) of the AIFC Companies Regulations, include provision for the following matters:

1. (a) information set out in the form prescribed by the Registrar of Companies;
2. (c) the principal business activities;
3. (d) the rights attaching to Shares or classes of Shares;
4. (e) the transfer of Shares;
5. (f) if a Public Company, an Annual General Meeting;
6. (g) if a Public Company, the proceedings, including voting at General Meetings;
7. (h) if a Public Company, accounts and other information to be provided to Shareholders before the Annual General Meetings;
8. (i) the maximum number of Directors;
9. (j) the appointment, retirement, disqualification and removal of Directors;
10. (k) the powers of Directors;
11. (l) proceedings of Directors;
12. (m) if the company is to have a Secretary (or joint Secretaries)—appointment of the Secretary (or joint Secretaries);
13. (n) the keeping of minutes of all proceedings at General Meetings, meetings of the holders of any class of Shares, and meetings of Directors and of committees of Directors;
14. (o) the division of powers between the Shareholders and Directors;
15. (p) the issue of new Shares;
16. (q) if there are any restrictions on the transfer of Shares—the restrictions;
17. (r) termination and liquidation of the Company.

2.3. Address of registered office

2.3.1. This rule applies to the address of the registered office of a Company, as set out in an application for incorporation or notification of a change in Registered Details.

2.3.2. The address must include the following details, so far as they are applicable:

• (a) the name (or number) of the building;
• (b) the floor or level of that building.

2.3.1. The address must consist of a location address and, if different, a postal address.

2.4. Company names

2.4.1. A Person may apply to the Registrar of Companies for the reservation of a name for a Company (or proposed Company).

2.4.1. If the name is acceptable to the Registrar of Companies, the Registrar must reserve the name for 30 days.

2.4.2. The following provisions apply to the name of a Company or the reservation of a name for a Company (or a proposed Company):

1. (a) the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;
2. (b) the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive or conflicting with another name (including an existing name of another Company or Recognised Company);
3. (c) the name must not include words that may suggest a relationship with the AIFCA, AFSA or any other governmental authority in the AIFC, Nur-Sultan or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;
4. (d) the name must not include any of the following words unless the AFSA has consented in Writing to their use:
5. (i) the word ‘bank’, ‘insurance’ or ‘trust’;

(ii) words that suggest that the Company (or proposed Company) is a bank, insurance company or trust company;

(iii) words that suggest in some other way that it is authorised to conduct Financial Services in the AIFC;

1. (e) the name must not include words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation has consented in Writing;
2. (f) the name must not be, in the opinion of the Registrar, otherwise undesirable.

2.4.4. An application for the reservation of a name for a Company (or proposed Company) must be accompanied by the prescribed fee set out in the Rules from time to time.

2.5. Secretary

2.5.1. A Body Corporate must not be the Secretary (or a Secretary) of a Company unless the Body Corporate is incorporated, established or registered in the AIFC.

2.5.2. A partnership must not be the Secretary (or a Secretary) of a Company unless the partnership is registered or incorporated in the AIFC.

3.1. Initial assessment for registration as Recognised Company

3.1.1. Before a Foreign Company applies to the Registrar of Companies to be registered as a Recognised Company, the Foreign Company must arrange with the Registrar to have an initial assessment made of its suitability to be registered as a Recognised Company. The Registrar may conduct an initial meeting with the Foreign Company as part of the assessment process.

3.1.2. For the initial assessment, the Foreign Company must provide the following to the Registrar of Companies:

• (a) a copy of the Foreign Company’s current certificate of incorporation or registration in the jurisdiction in which is incorporated (the relevant jurisdiction), or a Document of similar effect, certified by the relevant authority in the relevant jurisdiction;
• (b) a copy of the Foreign Company’s current constitution certified as a true copy by a Secretary or Director of the Foreign Company;
• (c) a copy of the Foreign Company’s most recent accounts filed, if applicable, with the relevant authority in the relevant jurisdiction;
• (d) a copy of the Foreign Company’s certificate of good standing, or a Document of similar effect, issued by the relevant authority in the relevant jurisdiction;
• (e) if the Foreign Company is subject to the supervision of a Financial Services Regulator in the relevant jurisdiction or any other jurisdiction and the Financial Services Regulator supports the Foreign Company being registered as a Recognised Company—any Document of support provided by the Financial services Regulator.

3.1.3. Each of the Documents must be acceptable to the Registrar of Companies.

3.1.4. If any of the Documents are not in the English language, the Documents must be accompanied by an English translation certified to the satisfaction of the Registrar of Companies.

3.2. Initial assessment process

3.2.1. In making an initial assessment of a Foreign Company’s suitability to be registered as a Recognised Company, the Registrar of Companies may consider the following:

1. (a) the matters mentioned rules 3.3 (Background and history), 3.4 (Ownership and Group) and

3.5 (Resources);

1. (b) whether the applicant is subject to supervision by a Financial Services Regulator;
2. (c) any Document of support provided for rule 3.1.2(e) (Initial assessment for registration as Recognised Company);
3. (d) any other matters the Registrar considers relevant.

3.2.2. For the assessment:

1. (a) the Foreign Company must demonstrate to the satisfaction of the Registrar of Companies that it is fit and proper; and
2. (b) the Foreign Company must demonstrate to the Registrar’s satisfaction that its principal manager is fit and proper; and
3. (c) the Registrar may consider any matter that may harm, or may have harmed, the integrity or the reputation of the AFSA or AIFC; and
4. (d) the Registrar may consider the activities of the Foreign Company and the associated risks, and accumulation of risks, that those activities pose to the Registrar’s Objectives; and
5. (e) the Registrar may consider the cumulative effect of factors that, if taken individually, may be regarded as insufficient to give reasonable cause to doubt the fitness and propriety of the Foreign Company.

3.2.3. The Registrar of Companies may require the Foreign Company to provide any information or Document that the Registrar considers relevant to making the initial assessment of the Foreign Company.

3.3. Background and history

For this rule, the Registrar of Companies may consider the following matters in relation to the Foreign Company:

• (a) any matter affecting the propriety of the Foreign Company’s conduct, whether or not the conduct may have resulted in the commission of a criminal offence or the Contravention of the law or the institution of legal or disciplinary proceedings of whatever nature;
• (b) whether the Foreign Company has ever been the subject of disciplinary procedures by a government body or agency or any self-regulating organisation or other professional body;
• (c) whether the Foreign Company has been refused, or had a restriction placed on, its right to conduct a business or profession requiring a licence, registration or other permission;
• (d) whether the Foreign Company has been censured, disciplined, publicly criticised or the subject of a court order on the application (however described) of any regulatory authority, any officially appointed inquiry, or any other Financial Services Regulator.

3.4. Ownership and Group

3.4.1. For this rule, the Registrar of Companies may consider the following matters in relation to the Foreign Company:

• (a) any information provided by other regulators in relation to the Foreign Company or any entity within its Group;
• (b) the Foreign Company’s connection with its controllers;
• (c) whether the Foreign Company or its Group is subject to any adverse effect or considerations arising from its jurisdiction of incorporation or the jurisdiction (or jurisdictions) of incorporation of its controllers.

3.4.2. In considering the matters mentioned in subrule 3.4.1(c), the Registrar of Companies may also consider the type and level of regulatory oversight in any relevant jurisdiction, the regulatory infrastructure in that jurisdiction, and adherence to internationally held conventions and standards by that jurisdiction.

3.5. Resources

For this rule, the Registrar of Companies may consider whether the Foreign Company has sufficient resources of all types, including whether the Foreign Company has:

• (a) sufficient and appropriate systems and procedures to support, monitor and manage its affairs, resources and regulatory obligations in a sound and prudent way; and
• (b) appropriate anti-money laundering and combating terrorist financing procedures and systems designed to ensure full compliance with applicable anti-money laundering and combating terrorist financing legislation, including arrangements to ensure all relevant staff are aware of their obligations; and
• (c) a sufficient range of individuals with appropriate skills and experience to understand, operate and manage the Foreign Company’s affairs in a sound and prudent way; and
• (d) robust human resources policies designed to ensure high standards of conduct and integrity in the conduct of its activities.

3.6. Application for registration as Recognised Company

3.6.1. A Foreign Company applying to the Registrar of Companies for registration as a Recognised Company must use the applicable form prescribed by the Registrar.

3.6.2. The application must state the following:

1. (a) the address of the Foreign Company’s proposed principal place of business in the AIFC;
2. (b) the nature of the business the Foreign Company proposes to conduct in or from the AIFC;
3. (c) the name and address of each Person authorised to accept service of any Document or notice on behalf of the company;
4. (d) the following information for each Director of the Foreign Company:
5. (i) the full name, nationality and address of the Director;

(ii) if the Director has a former name (including, for an individual, any former given or family name)—the former name or, if the Director has 2 or more former names, each former name;

(iii) the Director’s date and place of birth, incorporation, formation or registration, as the case may be;

(iv) the Director’s address;

1. (e) the address of the Foreign Company’s registered office in its place of origin or, if it is not required to have a registered office under the laws of the place of origin, the address of its principal place of business in its place of origin.

3.6.3. The application must be accompanied by the Documents mentioned in rule 3.1.2(a), (b), (c), (d) and (e) (Initial assessment for registration as Recognised Company).

3.6.4. However, the Registrar of Companies may exempt the Foreign Company from a requirement under this rule to provide any information or Document if the information or Document was provided to the Registrar for the initial assessment under rule 3.1.

3.6.5. The Registrar of Companies may also require the Foreign Company to provide any other information or Document that the Registrar considers relevant to making a decision on the application.

3.6.6. In making a decision on the application, the Registrar of Companies may take into account any assessment made under this Part of the suitability of the Foreign Company to be registered as a Recognised Company and any information or Document obtained for or in relation to such an assessment. However, this subrule does not limit the matters that the Registrar may take into account.

3.7. Addresses for Recognised Companies

3.7.1. This rule applies to the following addresses in relation to a Foreign Company or Recognised Company, as set out in an application for registration or notification of a change in Registered Details:

• (a) the address (or proposed address) the company’s principal place of business in the AIFC;
• (b) the address of a Person authorised to accept service of any Document or notice on behalf of the company.

3.7.2. The address must include the following details, so far as they are applicable:

• (a) the name (or number) of the building;
• (b) the floor or level of that building.

3.7.3. The address must consist of a location address and, if different, a postal address.

4.1. Registers of Directors and Secretary

4.1.1. The Register of Directors under section 90 (Register of Directors and Secretaries) of the AIFC Companies Regulations must contain the required particulars of each Person who is or has been a Director of the Company and be kept in alphabetical order of the names.

4.1.2. The Register of Secretaries, if applicable, under section 90 of the AIFC Companies Regulations must contain the required particulars of each Person who is or has been a Secretary of the Company, and be kept in alphabetical order of the names.

4.1.3. In this rule: required particulars, in relation to a Person who is or has been a Director or Secretary of the Company, means the following particulars:

• (a) the Person’s full name;
• (b) if the Person has a former name (including, for an individual, any former given or family name)— the former name or, if the Person has 2 or more former names, each former name;
• (c) the Person’s date and place of birth, incorporation, formation or registration, as the case may be;
• (d) the Person’s address;
• (e) if the Person has had a former address within the last 5 years—the former address;
• (f) the date the Person was appointed as a Director or Secretary, as the case may be;
• (g) if relevant, the date the Person ceased to be a Director or Secretary, as the case may be.

4.2. Evidence of title to Securities

4.2.1. Subject as otherwise provided in the Articles of Association, for sections 54 (Transfer and registration of Shares and Debt Securities) and 58 (Share certificates) of the AIFC Companies Regulations, title to Shares may be evidenced and transferred without a Written instrument of transfer, and title to Shares may be evidenced without a Written instrument, in accordance with the following requirements:

1. (a) where, following a transfer of title evidenced, to the satisfaction of the Company, otherwise than by a Written instrument, details of a Shareholder are to be deleted from, and those of another are to be added to, the Company’s Register of Shareholders, the Company must provide Written notice of the deletion to the former Shareholder and Written notice of the addition to the new Shareholder;
2. (b) when the details of a Shareholder are amended in the Company’s Register of Shareholders, the Company must provide Written notice of the change to the Shareholder;
3. (c) if share certificates have previously been issued by the Company, the Company must require the return of share certificates and, on their return, must cancel them;
4. (d) the Company will not recognise the rights of third parties in relation to issued Shares.

4.2.2. For section 54 of the AIFC Companies Regulations, title to Debt Securities may be evidenced and transferred without a Written instrument of transfer in accordance with the following requirements:

1. (a) where, following a transfer of title evidenced, to the satisfaction of the Company, otherwise than by a Written instrument, details of a Debt Security Holder are to be deleted from, and those of another are to be added to, the Company’s Register of Debt Securities Holders, the Company must provide Written notice of the deletion to the former Debt Security Holder and Written notice of the addition to the new Debt Security Holder;
2. (b) when details of a Debt Security holder are amended in the Company’s Register of Debt Security Holders, the Company must provide Written notice of the change to the Debt Security holder;
3. (c) the Company will not recognise the rights of third parties in relation to issued Debt Securities.

4.2.3. If a Company evidences title to Shares without a Written instrument:

1. (a) an entry relating to a Person in the Register of Shareholders maintained under section 52 (Register of Shareholders) of the AIFC Companies Regulations is evidence of the following:
2. (i) the Person being a Shareholder of the Company;

(ii) the number of Shares held by the Person;

(iii) if the Company has 2 or more classes of issued Shares—the class, or classes, of Shares held by the Person and the number of shares of that class, or each of those classes, held by the Person;

(iv) the date the Person became a Shareholder; and

1. (b) a transfer of Shares in the Company must take place in accordance with:
2. (i) if the Company’s Shares are admitted to a register of listed securities— the rules of the relevant exchange and clearing house; and

(ii) in any other case—the Company’s Articles of Association.

4.2.4. No notice of any trust, express, implied or constructive, is to be taken in account of by a Company or entered on the Register of Shareholders maintained under section 52 (Register of Shareholders) of the AIFC Companies Regulations.

4.3. Allotment of Shares

If a Company allots Shares in the Company, the Company must, within 14 days after the day that it allots the Shares, notify the Registrar of Companies in Writing of the Allotment of the Shares.

5.1. Transfer of incorporation to AIFC

5.1.1. An application by a Foreign Company to the Registrar of Companies under section 151 (Transfer of incorporation to AIFC) of the AIFC Companies Regulations for the continuation of the Foreign Company as a Company must be accompanied by thefollowing:

• (a) a copy of the Foreign Company’s current certificate of incorporation or registration in the jurisdiction in which it is incorporated (the relevant jurisdiction), or a Document of similar effect, certified by the relevant authority in the relevant jurisdiction;
• (b) a copy of the Foreign Company’s current constitution certified as a true copy by a Secretary or Director of the Foreign Company;
• (c) evidence satisfactory to the Registrar that the Foreign Company is authorised by the laws of the relevant jurisdiction to be continued under the laws of another jurisdiction and that it has complied with all the relevant requirements under the laws of the relevant jurisdiction;
• (d) evidence satisfactory to the Registrar that all necessary consents in the relevant jurisdiction have been obtained and certified by the relevant authorities of that jurisdiction;
• (e) a copy of the Foreign Company’s most recent accounts filed, if applicable, with the relevant authority in the relevant jurisdiction;
• (f) a copy of the Foreign Company’s certificate of good standing, or a Document of similar effect, issued by the relevant authority in the relevant jurisdiction;
• (g) if the Foreign Company is subject to the supervision of a Financial Services Regulator in the relevant jurisdiction or any other jurisdiction and the Financial Services Regulator supports the Foreign Company being registered as a Recognised Company—any Document of support provided by the Financial services Regulator;
• (h) a declaration by the Directors of the Foreign Company under subrule 5.1.5.

5.1.2. Each the Documents must be acceptable to the Registrar of Companies.

5.1.3. If any of the Documents are not in the English language, the Documents must be accompanied by an English translation certified to the satisfaction of the Registrar of Companies.

5.1.4. The Registrar of Companies may require the Foreign Company to provide any information or any other Document that the Registrar considers relevant to making a decision on the application.

5.1.5. For subrule 5.1.1(h), the declaration by the Directors of the Foreign Company must state that:

• (a) the Foreign Company is able to pay its debts as they fall due; and
• (b) there is no reasonable prospect of the Foreign Company being unable to pay its debts as they fall due; and
• (c) the value of the Foreign Company’s current assets exceeds the amount of its current Liabilities, taking into account its contingent and prospective Liabilities; and
• (d) there are no applications made to any court:

(i) to put the Foreign Company into liquidation; or

(ii) to wind up the Foreign Company; or

(iii) to have the Foreign Company declared insolvent or otherwise unable to pay its debts as they fall due; or

(iv) for the appointment of a receiver or administrative receiver (however described) for any property of the Foreign Company.

5.1.6. If the Foreign Company is an Authorised Firm, an Authorised Market Institution, an Ancillary Service Provider or a Fund, the Registrar of Companies must not approve the application unless the AFSA has given its Written consent to the approval.

5.1.7. In addition, if the Foreign Company is a Fund, the Registrar of Companies must not approve the application unless satisfied that the Foreign Company would comply the requirements of Part 6 (Investment Companies) if the application were to be approved.

5.1.8. If the Registrar of Companies approves the application and issues a certificate of continuation to the Foreign Company, the Company must file with the Registrar any certificate or other Document issued under the laws of the relevant jurisdiction evidencing the fact the Company has ceased to be incorporated under those laws.

5.2. Certificate of continuation

The certificate of continuation issued by the Registrar of Companies under section 152(1)(a) (Certificate of continuance) of the AIFC Companies Regulations for a Foreign Company must include:

1. (a) the name of the company; and
2. (b) the company’s identification number; and
3. (c) a statement that the company is continued as a Company; and
4. (d) a statement that the company is a Private Company or a Public Company; and
5. (e) the date of continuation.

5.3. Transfer of incorporation from AIFC

5.3.3. An application by a Company to the Registrar of Companies for authorisation under section 156(1) (Transfer of incorporation from AIFC to another jurisdiction) of the AIFC Companies Regulations to transfer its incorporation to a jurisdiction outside the AIFC (the other jurisdiction), and request that it be continued as a Foreign Company, must be accompanied by the following:

• (a) evidence satisfactory to the Registrar that:

(i) the Company is able to transfer its incorporation and be continued under the laws of the other jurisdiction; and

(ii) the laws of the other jurisdiction satisfy the requirements mentioned in section 156(2) of the AIFC Companies Regulations; and

• (b) if the Company is an Investment Company, Authorised Firm, Authorised Market Institution or Ancillary Service Provider—the AFSA’s Written consent to the application; and
• (c) a declaration by the Directors of the Company under subrule 5.3.3.

5.3.4. The Registrar of Companies may require the Company to provide any information or any other Document that the Registrar considers relevant to making a decision on the application.

5.3.5. For rule 5.3.1(c), the declaration by the Directors of the Company must state that:

• (a) the Company is able to pay its debts as they fall due; and
• (b) there is no reasonable prospect of the Company becoming Unable to Pay its Debts (within the meaning given by section 50 of the AIFC Insolvency Regulations); and
• (c) the value of the Company’s current assets exceeds the amount of its current Liabilities, taking into account its contingent and prospective Liabilities; and
• (d) there are no applications made to any court:

(i) to put the Company into liquidation; or

(ii) to wind up the Company; or

(iii) to have the Company declared Unable to Pay its Debts (within the meaning given by section 50 of the AIFC Insolvency Regulations); or

(iv) for the appointment of a receiver or administrative receiver (however described) for any property of the Company.

5.3.6. If a Company intends to make an application mentioned in subrule 5.3.1 to the Registrar of Companies, the Company must, not later than 60 days before the day the Company makes the application, publish a legible and comprehensible notice in 1 or more newspapers or other publications best suited to bring the intended transfer of incorporation to the attention of any Persons who may be affected by the transfer.

6.1. Investment Companies prescribed type of Company for Companies Regulations

For Part 11 (Other types of Company) of the AIFC Companies Regulations, an Investment Company is prescribed as a type of Company.

6.2. Investment Companies: modification of Companies Regulations and general powers of AFSA

6.2.1. In accordance with section 143(2)(b) (Incorporation of prescribed type of Company) of the AIFC Companies Regulations, the application of section 74 (Directors) of those Regulations is modified in relation to its application to an Investment Company to permit an Investment Company to be managed by 1 Director, which may be a Body Corporate.

6.2.2. This Part is additional to the provisions of any AIFC Regulations or any other provisions of AIFC Rules that may apply to the incorporation of, or conversion to, an Investment Company, or that may apply to the operations and affairs and winding up of an Investment Company, including, for example, the provisions of the AIFC Companies Regulations, the AIFC Financial Services Framework Regulations, the AIFC Collective Investment Scheme Rules, the AIFC Insolvency Regulations and the AIFC Insolvency Rules.

6.2.3. This Part does not limit any powers of the AFSA under AIFC Financial Services Framework Regulations, the AIFC Collective Investment Scheme Rules or any other Legislation Administered by the AFSA.

6.3. Incorporation of, or conversion into, Investment Company

6.3.1. Subject to AIFC Companies Regulations and any other provisions of these Rules:

• (a) a Company may be incorporated, under section 143 (Incorporation of prescribed types of Company) of those Regulations, as an Investment Company; or
• (b) an existing Company may, if authorised by its Articles of Association and by a Special Resolution, be converted, under that section, into an Investment Company.

6.3.2. An Investment Company must either be an Open-Ended Investment Company or a Closed-Ended Investment Company.

6.3.3. However, a Company must not be incorporated as an Investment Company, an existing Company must not be converted into an Investment Company, and a Company must not operate an Investment Company, unless:

• (a) the Company is formed, and is to operate, for the sole purpose of conducting the business of a Fund; and
• (b) the AFSA has given its prior Written consent.

6.3.4. An application for the incorporation of a Company as an Investment Company, or for the conversion of an existing Company into an Investment Company, must be accompanied by a copy of any consent given by the AFSA under subrule 6.3.3.

6.3.5. An Investment Company must, ensure that, whenever it uses its name, the name is immediately followed by:

• (a) for a Closed-Ended Investment Company—the words ‘Closed-Ended Investment Company’ or the abbreviation ‘CEIC’; and
• (b) for an Open-Ended Investment Company—the words ‘Open-Ended Investment Company’ or the abbreviation ‘OEIC’.

6.3.6. To remove any doubt, the relevant words or abbreviations mentioned in subrule 6.3.5 must be used instead of any words or abbreviation that the Investment Company would otherwise have been required or permitted to use immediately following its name under section 37 (Name of Private Company) or 38 (Name of Public Company) of the AIFC Companies Regulations.

6.3.7. Also, to remove any doubt, subrule 6.3.5 does not limit section 21 (Prohibition against use of misleading, deceptive or conflicting Company names) of the AIFC Companies Regulations.

6.3.8. The Articles of Association of an Investment Company that is an Open-Ended Investment Company must state that it is an Open-Ended Investment Company with variable share capital.

6.3.9. Subject as otherwise provided in the Articles of Association, Shareholders are entitled, on request, to have their Shares redeemed by the Fund Manager at a price based on the net asset value of the property of the Fund and decided in accordance with and at such intervals as may be prescribed by the Articles of Association and any relevant Legislation Administered by the AFSA.

6.3.10. In addition to any other requirements under the AIFC Companies Regulations and these Rules, the Articles of Association of an Investment Company must contain provisions about the following matters:

• (a) the objects of the Investment Company, including:

(i) detail about the kind of property in which the Investment Company is to

invest; and

(ii) a statement that the object of the Investment Company is to invest in property of that kind with the aim of spreading investment risk or with the aim of investing in a single property, as the case may be, and of giving its Shareholders the benefit of the results of the management of that property;

• (b) matters required to be included in the Articles of Association under the AIFCCollective Investment Scheme Rules or by the AFSA under or for those Rules.

6.3.11. The Articles of Association of an Investment Company that is a Closed-Ended Investment Company must state that it is a Closed-Ended Investment Company with fixed share capital.

6.3.12. The Articles of Association of an Investment Company must comply with this Part, the AIFC Collective Investment Scheme Rules and any requirements imposed by the AFSA under or for those Rules.

6.3.13. An Investment Company may alter its Articles of Association by Special Resolution to comply with this Part, the AIFC Collective Investment Scheme Rules and any requirements imposed by theAFSA under or for those Rules.

6.4. Investment Companies: permissible uses and AFSA consents

6.4.1. An application for consent under 7.3.3 (Incorporation of, or conversion into, Investment Company) in relation to a Company must be made to the AFSA by the Company and the Operator and must be in the form, contain the information and be accompanied by the Documents and additional information, required by the AFSA.

6.4.2. The AFSA may, in its absolute discretion, refuse to give its consent if it considers it necessary or appropriate to do so in the interests of the AIFC.

6.4.3. If the AFSA refuses to give its consent, the AFSA must, as soon as practicable after it makes the decision, give the applicants Written notice of the decision and, if requested by an applicant, give the applicants Written reasons for the decision.

6.5. Investment Companies: revocation of AFSA consents

6.5.1. The AFSA may, at any time and at its absolute discretion, revoke a consent given for an Investment Company under rule 6.3.3 (Incorporation of, or conversion into, Investment Company) if it considers it necessary or appropriate to do so in the interests of the AIFC.

6.5.2. Before revoking the consent, the AFSA must consider whether any necessary and appropriate steps have been taken to secure 1 or more of the following under the AIFC Insolvency Regulations:

• (a) the appointment of a Receiver or Administrative Receiver for the Investment Company; or
• (b) the winding up of the Investment Company.

6.5.3. If the AFSA revokes the consent, the AFSA must, as soon as practicable after it makes the decision, give the Investment Company and the Fund Manager Written notice of the decision and, if requested by the Company or Fund Manager, give the Company or Fund Manager Written reasons for the decision.

6.5.4. On receipt of the notice under subrule 6.5.3, the Investment Company and its Fund Manager must immediately give Written notice of the revocation of the AFSA’s consent to:

• (a) each regulatory authority in every jurisdiction to which the consent related before its revocation; and
• (b) each Shareholder of the Investment Company. 6.5.5. A notice required to be given under subrule 6.5.4 may be given jointly by the Investment Company and its Fund Manager.

6.6. Investment Companies: directions by AFSA

6.6.1. The AFSA may, in the interests of the AIFC, give a direction under this rule to an Investment Company or any of its Directors.

6.6.2. Without limiting subrule 6.6.1, a direction under this rule may:

• (a) require the Investment Company to cease the issue or redemption, or both the issue and redemption, of Shares or any class of Shares in the Company; or
• (b) require the Investment Company, or any Director of the Company, to apply to the Court under the AIFC Insolvency Regulations or AIFC Insolvency Rules for any 1 or more of the following:

(i) the appointment of a Receiver or Administrative Receiver for the Company;

(ii) the winding up of the Company; or

• (c) require that the affairs of the Investment Company be wound up otherwise than by the Court.

6.6.3. If a consent given for an Investment Company under rule 6.3.3 (Incorporation of, or conversion into, Investment Company) is revoked, the revocation does not affect the operation of any direction that is then in force in relation to the Company under this rule; and a direction may be given in relation to a Company under this rule if a direction was in force under this rule in relation to the Company when the consent was revoked.

6.6.4. However, a direction may not be given under this rule in relation to an Investment Company if an order appointing a Receiver or Manager, or a winding up order, has been made by the Court in relation to the Company.

6.6.5. If a direction is in force under this rule in relation to an Investment Company, the AFSA may, on its own initiative or on the application of the Company or its Fund Manager, revoke or the direction if it considers it necessary or appropriate to do so in the interests of the AIFC.

6.6.6. A direction under this rule takes effect:

• (a) immediately, if the notice states that it is to take effect immediately; or
• (b) on the date specified in the notice.

6.6.7. If the AFSA proposes to give a direction to a Person under this rule, or gives a direction to a Person under this rule with immediate effect, it must give a Written notice about the direction to the Person. If the AFSA gives a notice to a Director of the Investment Company, it must also give a Written notice about the direction to the Company.

6.6.8. A notice given to the Investment Company or a Director of the Company must:

• (a) give details of the direction; and
• (b) explain when the direction takes effect; and
• (c) state the AFSA’s reasons for giving the direction and for its decision about when the direction takes effect; and
• (d) tell the Company or Director that the Company or Director may make representations to the AFSA within the period specified in the notice.

6.6.9. If, having considered any representations made by the Investment Company or Director within the period specified in the notice, the AFSA decides:

• (a) to give, or not to give, the direction in the way proposed; or
• (b) to give the direction in a way other than the way proposed; or
• (c) if the direction has been given—to revoke, or not to revoke, the direction; the AFSA must, as soon as practicable after it makes the decision, give the Company or Director Written notice of the decision and must, if the Company or Director requests, give the Company or Director Written reasons for the decision.

6.7. Investment Companies: Shares and Register of Shareholders

6.7.1. An Investment Company may issue fractions of Shares if authorised by its Articles of Association.

6.7.2. The AFSA may prescribe in rules made under the AIFC Financial Services Framework Regulations the form and contents of share certificates of an Investment Company and how share certificates may be delivered by an Investment Company.

6.7.3. Nothing in subrule 6.7.2 must prevent an Investment Company issuing share certificates in a dematerialised (electronic) form.

6.7.4. Subject to any requirements that may be made by the AFSA under any Legislation Administered by the AFSA, an Investment Company may, after giving notice by press release, directly communicating with its Shareholders, posting notice on its website and, if its Fund is listed on an exchange, giving notice to the exchange, close its Register of Shareholders for any time or times not exceeding, in total, 30 days in each year.

6.7.5. Subrule 6.7.6 applies if:

1. (a) the Fund Manager for an Investment Company is satisfied that a Shareholder (the defaulting Shareholder) has Failed to make any payment in money or transfer of property due to the Fund Manager under these Rules or the Articles of Association of the Investment Company in relation to the creation and sale or resale of Shares to the Shareholder; and
2. (b) the Fund Manager receives any share certificate in relation to the Shares.

6.7.6. If this subrule applies, the Fund Manager must cancel or make any necessary amendments to the share certificate and make any necessary deletion or alteration in the Register of Shareholders. The Fund Manager is then entitled to the Shares in relation to which the defaulting Shareholder’s name has been removed from the Register of Shareholders until the Shares are cancelled or resold by the Fund Manager and the name of the purchaser entered in the register.

6.7.7. The Fund Manager of an Open-Ended Investment Company is taken to hold each Share during the times that neither the Fund Manager nor any other Person is entered in the Register of Shareholders as the holder of the Share.

6.7.8.    An Investment Company shall maintain its register of Shareholders in accordance with the requirements:

1. (a)in the AIFC Collective Investment Scheme Rules rule 7.10; and
2. (b)in Chapter 5 of Part 7 of the AIFC Companies Regulations, to the extent that such requirements are not inconsistent with the requirements referred to in (a).

6.8. Investment Companies: Share transfers and redemptions

6.8.1. The Articles of Association of an Investment Company may contain provision about any matter in relation to Share transfers for which provision is not made by the AIFC Companies Regulations or these Rules.

6.8.2. If any Shares of an Investment Company are transferred to the Company, the Company must cancel the Shares.

6.8.3. For section 54 (Transfer and registration of Shares and Debt Securities) of the AIFC Companies Regulations, an Investment Company may refuse to register a transfer of Shares if the transfer would result in a Contravention of any provision of the Company’s Articles of Association or would produce a result inconsistent with any provision of the Company’s prospectus.

6.8.4. Subject as otherwise provided in the Articles of Association, an Open-Ended Investment Company must redeem its Shares at a price based on the net asset value of the property of the Company in accordance with and at such intervals as may be prescribed by its Articles of Association and any relevant Legislation Administered by the AFSA. Chapters 5 (Registers of Shareholders and Debt Security Holders and share certificates) and 6 (Redemption and purchase of Shares) of Part 7 (Private Companies and Public Companies) of the AIFC Companies Regulations do not apply to the redemption of Shares by an Open-Ended Investment Company.

6.8.5. A Closed-Ended Investment Company must not purchase any Shares of any class of which it is the issuer, unless it does so on an Exchange Facility or another open market approved by the AFSA.

7.1. Public registers

7.1.1. For section 204(1) (Public registers) of the AIFC Companies Regulations, the Registrar of Companies must keep and publish registers of current and past registrations of Companies and Recognised Companies, the separate register of Restricted Scope Companies under Part 9 of these Rules and the separate register of Special Purpose Companies under the AIFC Special Purpose Company Rules, by recording in the relevant register the following details, so far as they may be relevant, in relation to each company that is, or has been, incorporated or registered in the AIFC:

• (a) current name;
• (b) identification number;
• (c) date of registration;
• (d) type of company;
• (e) each former name;
• (f) the date of registration of each change of name;
• (g) the address of the current registered office;
• (h) the address of each of the former registered office;
• (i) the date of registration of each change of registered office;
• (j) the names of each of the current Directors;
• (k) the date each of the current Directors became a Director;
• (l) the names of each former Director;
• (m) the dates each of the former Directors became and ceased to be a Director;
• (n) the names of the current Secretary or, if there are 2 or more joint Secretaries, each joint Secretary;
• (o) the date the current Secretary became Secretary or the dates each joint Secretary became a joint Secretary, as the case may be;
• (p) the names of each former Secretary or, if there have at any time been 2 or more joint Secretaries, the names of each former joint Secretary;
• (q) the dates each of the former Secretaries or joint Secretaries became and ceased to be a Secretary or joint Secretary;
• (r) the number and class of issued Shares or membership interests, the nominal value of Shares, and the amount of Paid-up share capital;
• (s) names of Shareholders or members of the company or, if the Shares are listed on an exchange for trading, the 20 members holding the most number of Shares;
• (t) for a Recognised Company—the jurisdiction in which the company is incorporated;
• (u) for a Recognised Company—the address of the company’s current registered principal place of business in the AIFC or, if the company is no longer registered, the address of its last registered principal place of business in the AIFC;
• (v) for a Recognised Company—the addresses of the company’s former registered principal places of business in the AIFC;
• (w) for a Recognised Company—the date of registration of every change of the company’s registered principal place of business in the AIFC;
• (x) for a Recognised Company—the name and address of the each Person currently registered as authorised to accept service on behalf of the company or, if the company is no longer registered, the name and address of each Person last registered as authorised to accept service on behalf of the company;
• (y) for a Recognised Company—the name and address of each Person formerly registered as authorised to accept service on behalf of the company;
• (z) for a Recognised Company—the date of registration of every change in the details of the Persons authorised to accept service on behalf of the company;

(za) the Company’s financial year end;

(zb) the dates of the commencement and ending of each scheme of arrangement, receivership or liquidation in relation to the Company;

(zc) the name and address of the following in relation to the company:

(i) each Nominee for a proposed Voluntary Arrangement, or Supervisor of

a Voluntary Arrangement, within the meaning of the AIFC Insolvency Regulations;

(ii) each Administrator within the meaning of the AIFC Insolvency Regulations;

(zd) the dates each Nominee, Supervisor or Administrator mentioned in paragraph (zc) became and ceased to be a Nominee, Supervisor or Administrator in relation to the Company and, for an Administrator, whether the Administrator was a Receiver, Administrative Receiver or Liquidator;

(ze) the date of the company’s dissolution; and

(zf) the annual accounts of a Public Company and any other applicable Company in accordance with section 131(5) of the AIFC Companies Regulations.

7.1.2. A certificate that appears to be signed by or on behalf of the Registrar of Companies,

and states any matter that appears in a register kept by the Registrar under section 204(1) of the AIFC Companies Regulations, is evidence of the matter.

7.1.3. The Court must accept a certificate under subrule 7.1.2 as proof of the matters stated in it if there is no evidence to the contrary.

7.1.4. A Document that appears to be a copy of the certificate of registration of a Company or a certificate of recognition of a Recognised Company, and to be certified by the Registrar of Companies, is evidence of the matters stated in it.

7.1.5. The Court must accept a Document mentioned in subrule 7.1.4 as evidence of the matters stated in it unless the contrary is established.

7.2. Forms

7.2.1. If the Registrar of Companies issues or prescribes a form (an approved form) to be used for a particular purpose under or in connection with the AIFC Companies Regulations, these Rules or any other Legislation Administered by the Registrar, the form must be used for that purpose.

7.2.2. If the AFSA issues or prescribes a form (also an approved form) to be used for a particular purpose under or in connection with the AIFC Companies Regulations or these Rules, the form must be used for that purpose.

7.2.3. Substantial compliance with an approved form in sufficient.

7.2.4. However, an approved form is properly completed only if each mandatory requirement applying to the form is complied with.

7.2.5. For subrule 7.2.3, a mandatory requirement is any requirement mentioned in subrule

7.2.6 and any other requirement that the form states is a mandatory requirement.

7.2.6. Each of the following is a mandatory requirement for every approved form, except so far as a particular approved form otherwise provides or the AFSA or Registrar of Companies exempts a Person from the requirement:

• (a) the form must be on white paper of international A4 size;
• (b) the form must be clearly printed or written in black in a way that is permanent and can be reproduced or copied by photographic or electronic means;
• (c) the form must contain, where applicable, the original signatures of the Person or Persons indicated on the form and the date on which they signed;
• (d) if the form relates to a Person—the form must state the Person’s full name and, if the Person has an identification number, the identification number;
• (e) if the form has an annexure—the annexure must be endorsed with the following words ‘This is the (or, if appropriate, an) annexure to the (insert the name of the form or a description of it) relating to (insert the name of the Person the form relates to) dated (insert date of form);
• (f) the form must be completed in the English language.

7.2.7. Without limiting subrule 7.2.5, an approved form may state that any of the following requirements is a mandatory requirement:

• (a) that the form be signed or witnessed, or signed and witnessed in a particular way;
• (b) that the form, or information or a Document given with or attached to the form, be in a particular format (for example, in Writing or a particular electronic format);
• (c) that particular information be included in the form, or a particular Document be attached to or given with the form;
• (d) that the form, information in the form, or a Document attached to or given with the form, be verified in a particular way.

7.3. Decision-Making Procedures for Registrar

7.3.1. If a provision of any Legislation Administered by the Registrar requires or permits the Registrar of Companies to make a decision (including a decision to refuse to make a decision), the procedures prescribed by Schedule 2 (Decision-making Procedures for Registrar of Companies) are, so far as they are relevant to the making of the decision and not inconsistent with a provision of any AIFC Regulations, any other provision of these Rules or a provision of any other AIFC Rules, the Decision-making Procedures applying to the making of the decision by the Registrar.

7.3.2. To remove any doubt, the procedures prescribed by Schedule 2 are prescribed for the definition of Decision-making Procedures in Schedule 1 (Interpretation) of the AIFC Companies Regulations and any definition corresponding to that definition in any other Legislation Administered by the Registrar.

7.3.3. However, Schedule 2 does not apply in relation to the making of a decision by the Registrar of Companies so far as that Schedule provides that that it does not apply in relation to the making of the decision.

7.3.4. To remove any doubt, Schedule 2 does not prevent the Registrar of Companies from establishing a mechanism under which a decision made in accordance with that Schedule is reviewed by officers, employees or agents of the AFSA who were not involved in making the decision or by an independent third party who the Registrar considers competent to conduct the review.

7.3.-1. Retention

All Documents filed with the Registrar must be retained by the Registrar for a minimum of six years from the date of filing, irrespective of the status of the Company to which such Documents relate

7.4. Fine limits

The maximum fine that may be imposed on a Person by the Registrar of Companies for a Contravention of a provision of the AIFC Companies Regulations mentioned in column 2 of a item of the table in Schedule 3 (Fine limits) is the amount specified in column 4 of the item.

8.1. Protected Cell Companies prescribed type of Company for Companies Regulations

For Part 11 (Other types of Company) of the AIFC Companies Regulations, a Protected Cell Company is prescribed as a type of Company.

8.2. Modification of Companies Regulations and general powers of AFSA

8.2.1. In accordance with section 143(2)(b) (Incorporation of prescribed type of Company) of the AIFC Companies Regulations, the application of:

1. (a) section 74 (Directors) of the AIFC Companies Regulations is modified in relation to its application to a Protected Cell Company to permit a Protected Cell Company to be managed by 1 Director, which may be a Body Corporate;
2. (b) section 13(4) of the AIFC Companies Regulations is modified such that an application for incorporation of a Protected Cell Company must state that the Protected Cell Company is to be incorporated as a Protected Cell Company; and
3. (c) section 16(1)(a) of the AIFC Companies Regulations is modified such that the certificate of incorporation issued for a Protected Cell Company must state that the company is incorporated as a Protected Cell Company.

8.2.2. This Part is additional to the provisions of any AIFC Regulations or any other provisions of AIFC Rules that may apply to the incorporation of, or conversion to, a Protected Cell Company, or that may apply to the operations and affairs and winding up of a Protected Cell Company, including, for example, the provisions of the AIFC Companies Regulations, the AIFC Financial Services Framework Regulations, the AIFC Collective Investment Scheme Rules, the AIFC Insolvency Regulations and the AIFC Insolvency Rules.

8.2.3. This Part does not limit any powers of the AFSA under AIFC Financial Services Framework Regulations or any other Legislation Administered by the AFSA.

8.2.4. Where an Umbrella Fund is formed as a Protected Cell Company, the terms in these Rules will have the meanings given to them in rule 4.3 of Schedule 4 (Interpretation).

8.3. Incorporation of, or conversion into, Protected Cell Company

8.3.1. Subject to the AIFC Companies Regulations and any other provisions of these Rules:

• (a) a Company may be incorporated, under section 143 (Incorporation of prescribed types of Company) of those Regulations, as a Protected Cell Company; or
• (b) an existing Company may, if authorised by its Articles of Association and by a Special Resolution, be converted, under that section, into a Protected Cell Company.

8.3.2. A Company shall not be incorporated as, or operate as, a Protected Cell Company, and an existing company shall not be converted into, or operate as, a Protected Cell Company,unless:

• (a) the Company is formed, and will operate, for the main purpose of conducting business which Protected Cell Companies are expressly permitted to be formed and operated for under Legislation Administered by the AFSA; and
• (b) the AFSA has given its prior written consent.

8.3.3. An application for consent under rule 8.3 (Incorporation of, or conversion into, Protected Cell Company) in relation to a Company must be made to the AFSA by the Company or the Incorporator and must be in the form, contain the information and be accompanied by the documents and additional information, required by the AFSA.

8.3.4. The AFSA may only grant its consent, under subrule 8.3.2, where it is satisfied that the requirements under this Part or under other applicable Legislation Administered by the AFSA are met by the applicant. If the AFSA refuses to give its consent, the AFSA must, as soon as practicable after it makes the decision, give the applicants Written notice of the decision and, if requested by an applicant, give the applicants Written reasons for the decision.

8.3.5. Where under subrule 8.3.2, the AFSA grants consent following any representations from an applicant as to the proposed activities or objectives of the Protected Cell Company, including any such representations in a business plan, the Protected Cell Company must not carry out any activity or pursue any objective contrary to the effect of those representations without obtaining the further prior written consent of the AFSA.

8.3.6. A Protected Cell Company must, ensure that, whenever it uses its name, the name is immediately followed by the words 'Protected Cell Company' or the abbreviation 'PCC'.

8.3.7. To remove any doubt, the relevant words or abbreviations mentioned in subrule 8.3.6 must be used instead of any words or abbreviation that the Protected Cell Company would otherwise have been required or permitted to use immediately following its name under section 37 (Name of Private Company) or 38 (Name of Public Company) of the AIFC Companies Regulations.

8.3.8. Also, to remove any doubt, subrule 8.3.6 does not limit section 21 (Prohibition against use of misleading, deceptive or conflicting Company names) of the AIFC Companies Regulations.

8.3.9. Each Cell of a Protected Cell Company shall have its own distinct name or designation.

8.3.10. The Articles of Association of a Protected Cell Company must state that it is a Protected Cell Company.

8.3.11. A Protected Cell Company may alter its Articles of Association by Special Resolution to comply with this Part and any requirements imposed by the AFSA under or for those Rules.

8.3.12. A Protected Cell Company is a single legal person and the creation by a Protected Cell Company of a cell does not create, in respect of that cell, a legal person separate from the Company.

8.4. Revocation of AFSA consents

8.4.1. The AFSA may, at any time and at its absolute discretion, revoke a consent given for a Protected Cell Company under rule 8.3 (Incorporation of, or conversion into, Protected Cell Company) if it considers it necessary or appropriate to do so in the interests of the AIFC. The revocation of a consent under this subrule 8.4.1 shall not have retrospective effect.

8.4.2. Before revoking the consent, the AFSA must consider whether any necessary and appropriate steps have been taken to secure 1 or more of the following under the AIFC Insolvency Regulations:

• (a) the appointment of a Cell Receiver in respect of 1 or more Cells;
• (b) the appointment of a Receiver or Administrative Receiver for the Protected Cell Company; or
• (c) the winding up of the Protected Cell Company.

8.4.3. If the AFSA revokes the consent, the AFSA must, as soon as practicable after it makes the decision, give the Protected Cell Company Written notice of the decision and, if requested by the Company, give the Protected Cell Company Written reasons for the decision.

8.4.4. On receipt of the notice under subrule 8.4.3, the Protected Cell Company must immediately give Written notice of the revocation of the AFSA’s consent to:

• (a) each regulatory authority in every jurisdiction to which the consent related before its revocation; and
• (b) each Shareholder of the Protected Cell Company.

8.5. Directions by AFSA

8.5.1. The AFSA may, in the interests of the AIFC, give a direction under this rule to a Protected Cell Company or any of its Directors.

8.5.2. Without limiting subrule 8.5.1, a direction under this rule may:

• (a) require the Protected Cell Company to cease the issue or redemption, or both the issue and redemption, of Shares or any class of Shares in the Protected Cell Company; or
• (b) require the Protected Cell Company, or any Director of the Company, to apply to the Court under the AIFC Insolvency Regulations or AIFC Insolvency Rules for any 1 or more of the following:

(i) make a Cell Receivership Order in relation to one or more Cells;

(ii) the appointment of a Receiver or Administrative Receiver for the Company;

(iii) the winding up of the Company; or

• (c) require that the affairs of the Protected Cell Company be wound up otherwise than by the Court.

8.5.3. If a consent given for a Protected Cell Company under rule 8.3 (Incorporation of, or conversion into, Protected Cell Company) is revoked, the revocation does not affect the operation of any direction that is then in force in relation to the Protected Cell Company under this rule; and a direction may be given in relation to a Protected Cell Company under this rule if a direction was in force under this rule in relation to the Protected Cell Company when the consent wasrevoked.

8.5.4. However, a direction may not be given under this rule in relation to a Protected Cell Company if a Cell Receivership Order, an order appointing a Receiver or Administrative Receiver, or a winding up order, has been made by the Court in relation to the Company.

8.5.5. If a direction is in force under this rule in relation to a Protected Cell Company, the AFSA may, on its own initiative or on the application of the Protected Cell Company, revoke or the direction if it considers it necessary or appropriate to do so in the interests of the AIFC.

8.5.6. A direction under this rule takes effect:

• (a) immediately, if the notice states that it is to take effect immediately; or
• (b) on the date specified in the notice.

8.5.7. If the AFSA proposes to give a direction to a Person under this rule, or gives a direction to a Person under this rule with immediate effect, it must give a Written notice about the direction to the Person. If the AFSA gives a notice to a Director of the Protected Cell Company, it must also give a Written notice about the direction to the Protected Cell Company.

8.5.8. A notice given to the Protected Cell Company or a Director of the Protected Cell Companymust:

• (a) give details of the direction; and
• (b) explain when the direction takes effect; and
• (c) state the AFSA’s reasons for giving the direction and for its decision about when the direction takes effect; and
• (d) tell the Protected Cell Company or Director that the Protected Cell Company or Director may make representations to the AFSA within the period specified in the notice.

8.5.9. If, having considered any representations made by the Protected Cell Company or Director within the period specified in the notice, the AFSA decides:

• (a) to give, or not to give, the direction in the way proposed; or
• (b) to give the direction in a way other than the way proposed; or
• (c) if the direction has been given to revoke, or not to revoke, the direction; the AFSA must, as soon as practicable after it makes the decision, give the Company or Director Written notice of the decision and must, if the Company or Director requests, give the Company or Director Written reasons for the decision.

8.6. Cell Shares and Share Capital

8.6.1. Unless the context requires otherwise, for the purposes of application of the AIFC Companies Regulations and these Rules to a Protected Cell Company, a reference to a Share is taken to include a reference to a Cell Share and a reference to a Shareholder is taken to include a reference to a holder of Cell Shares.

8.6.2. A Protected Cell Company may, in respect of any of its Cells, create and issue Cell Shares. The Cell Share Capital shall be comprised in the Cellular Assets attributable to the Cell in respect of which the Cell Shares were issued.

8.6.3. The proceeds of the issue of Shares other than Cell Shares created and issued by a Protected Cell Company shall be comprised in the Company's Non-Cellular Assets.

8.6.4. A Protected Cell Company may pay Cellular Dividends in respect of Cell Shares.

8.6.5. Cellular Dividends may be paid in respect of Cell Shares by reference only to the Cellular Assets and liabilities, or the profits and losses, attributable to the Cell in respect of which the Cell Shares were issued; and accordingly, in determining for the purposes of Chapter 8 of Part 7 of the AIFC Companies Regulations, whether or not profits are available for the purpose of paying a Cellular Distribution, no account need be taken of:

• (a) the profits and losses, or the assets and liabilities, attributable to any other Cell; or
• (b) Non-Cellular Assets and liabilities or profits and losses.

8.7. Shares and Register of Shareholders

8.7.1. Except as provided in subrule 8.7.4, a Protected Cell Company must prepare documentary evidence of title to Cell Shares (in this section referred to as a 'certificate') as follows:

• (a) in respect of any new Cell Shares issued by it;
• (b) where a Shareholder has transferred part only of his holding back to the Protected Cell Company, in respect of the remainder of that holding;
• (c) where a Protected Cell Company has registered a transfer of Cell Shares made to a person other than the Protected Cell Company;

(i) in respect of the Cell Shares transferred to the transferee; and

(ii) in respect of any Cell Shares retained by the transferor which were evidenced by any certificates sent to the Protected Cell Company for the purposes of registering the transfer; and

• (d) in respect of any Cell Shares for which the certificate has already been issued but where it appears to the Protected Cell Company that the certificate needs to be replaced as a result of being lost, stolen or destroyed, or having become damaged or worn out.

8.7.2. Certificates need only be prepared in the circumstances referred to in subrule 8.7.1(d) if the Protected Cell Company has received:

• (a) a request for a new certificate;
• (b) the old certificate, if there is one;
• (c) such indemnity as the Protected Cell Company may require; and
• (d) such reasonable sum as the Protected Cell Company may require in respect of the expenses incurred by it in complying with the request.

8.7.3. Each certificate must state:

• (a) the Cell to which the Cell Shares relate;
• (b) the number of Cell Shares, the title to which is evidenced by the certificate;
• (c) where the Protected Cell Company has more than one class of Cell Shares, the class of Cell Shares, the title to which is evidenced by the certificate; and
• (d) the name of the holder.

8.7.4. Nothing in this Part requires a Company to prepare certificates in the following circumstances:

• (a) where the Articles of Association permit issuing Share certification in dematerialised form;
• (b) where a Shareholder has indicated to the Company in writing that he does not wish to receive a certificate; or
• (c) where legislation applicable in the AIFC provides otherwise for evidencing an entitlement to Shares.

8.7.5. Every Protected Cell Company must keep an index of the names of its Shareholders, which index must:

• (a) contain, in relation to each Shareholder, a sufficient indication to enable the account of that Shareholder in the register to be readily found;
• (b) specify the particular Cell or Cells to which an account or accounts of that Shareholder relate;
• (c) be readily searchable by reference to the account of the Shareholder or by reference to a Cell;
• (d) be kept at all times at the same place as the register of Shareholders; and
• (e) be altered where necessary within fourteen days after the date of any alteration made to the register of Shareholders.

8.7.6. Nothing in rules 8.7.1 to 8.7.5 is taken to remove the Protected Cell Company’s obligations to identify, obtain and maintain Ultimate Beneficial Ownership information of its Shareholders and, the Registrar’s powers to obtain such information, for the purposes of the AIFC Companies Regulations.

8.8. Share transfers

8.8.1. The Articles of Association of a Protected Cell Company may contain provisions about any matter in relation to Share transfers for which provision is not made by the AIFC Companies Regulations or these Rules.

8.8.2. For section 54 (Transfer and registration of Shares and Debt Securities) of the AIFC Companies Regulations, a Protected Cell Company may refuse to register a transfer of Shares if the transfer would result in a Contravention of any provision of the Protected Cell Company’s Articles of Association.

8.9. Cellular and Non-Cellular Assets

8.9.1. The assets of a Protected Cell Company shall be either Cellular Assets or Non-Cellular Assets.

8.9.2. The Cellular Assets of a Protected Cell Company comprise the assets of the Company attributable to the Cells of the Company.

8.9.3. The assets attributable to a Cell of a Protected Cell Company comprise:

• (a) assets represented by the proceeds of Cell Share Capital and reserves, including retained earnings, capital reserves and share premiums, attributable to the Cell; and
• (b) all other assets attributable to the Cell.

8.9.4. The Non-Cellular Assets of a Protected Cell Company comprise the assets of the Company which are not Cellular Assets.

8.9.5. Income, receipts and other property or rights of, or acquired by, a Protected Cell Company not otherwise attributable to any Cell shall be applied to, and comprised in, the Company’s Non- Cellular Assets.

8.10. Prohibition on dealings or transactions between Cells

8.10.1. A Protected Cell Company shall not:

• (a) transfer a Cellular Asset attributable to one of its Cell to another of its Cell; or
• (b) merge or consolidate a Cell of the Company with, or into, one or more other Cells of the Company; except under the authority of, and in accordance with the terms and conditionsof, an order of the Court.

8.10.2. In considering whether or not to make an order relating to a proposed transfer, merger or consolidation referred to in subrule 8.10.1, the Court may:

• (a) require the applicant to establish to the satisfaction of the Court:

(i) that the creditors of the Protected Cell Company entitled to have recourse to the Cellular Assets attributable to the relevant Cells consent to the transfer, merger or consolidation as the case may be or otherwise would not have their interests unfairly prejudiced by the transfer, merger or consolidation; and

(ii) that the Shareholders of the Protected Cell Company and of each relevant Cell consent to the transfer, merger or consolidation as the case may be or otherwise would not have their interests unfairly prejudiced by the transfer, merger or consolidation; and

• (b) hear the representations of the AFSA, if any.

8.10.3. The Court, on hearing an application for an order under this rule 8.10, may make an interim order or an order adjourning the hearing, conditionally or unconditionally.

8.11. Separation of assets

8.11.1. In this rule 8.10.3, ‘Officer’ means:

• (a) an Officer as defined in the AIFC Companies Regulations;
• (b) a Cell Receiver as defined in the AIFC Insolvency Rules;
• (c) a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of a Protected Cell Company; or
• (d) a person in accordance with whose instructions or wishes the Directors of a Protected Cell Company are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the Directors or the Protected Cell Company).

8.11.2. Each Director and Officer of a Protected Cell Company shall:

• (a) keep Cellular Assets separate and separately identifiable from Non-Cellular Assets;and
• (b) keep Cellular Assets attributable to each Cell separate and separately identifiable from Cellular Assets attributable to other Cells.

8.11.3. The duty imposed by subrule 8.11.2 is not breached solely by reason that:

• (a) a Director or an Officer of a Protected Cell Company cause or permit Cellular Assets and Non-Cellular Assets to be held:

(i) by or through a nominee; or

(ii) by a company the shares and capital interests of which may be Cellular Assets or Non-Cellular Assets, or a combination of both; or

• (b) a Directors or an Officer of a Protected Cell Company cause or permit Cellular Assets or Non-Cellular Assets, or a combination of both, to be collectively invested, or collectively managed by an investment manager, provided that the assets in question remain separately identifiable.

8.11.4. In the event of a contravention of subrule 8.11.2:

• (a) each Director and Officer in contravention, as the case may be, shall incur personal liability for any loss or damage as a consequence of the contravention; and
• (b) each such Director or Officer shall severally have a right of indemnity against the Non- Cellular Assets of the Company, unless he was fraudulent, reckless or negligent, or acted in bad faith.

8.11.5. Subrule 8.11.4 is subject to subrule 8.13.1.

8.12. Disclosure of dealings with Protected Cell Company

8.12.1. A Protected Cell Company shall:

• (a) inform any Person with whom it transacts that it is a Protected Cell Company;
• (b) for the purposes of that transaction, identify or specify the Cell in respect of which that Person is transacting, unless that transaction is not a transaction in respect of a particular Cell; and
• (c) where the transaction is in respect of a particular Cell, inform the person that the Cellular Assets of that Cell, and only those assets, are available to pay the obligations and liabilities of that Cell.

8.12.2. If, in contravention of subrule 8.12.1, a Protected Cell Company:

• (a) fails to inform a Person that he is transacting with a Protected Cell Company, and that person is otherwise unaware that, and has no reasonable grounds to believe that, he is transacting with a Protected Cell Company;
• (b) fails to identify or specify the Cell in respect of which a Person is transacting,and that person is otherwise unaware of, and has no reasonable basis of knowing, which Cell he is transacting with; or
• (c) fails to inform a person that the Cellular Assets of that Cell, and only those assets, are available to pay the obligations and liabilities of that Cell; then, in any such case:
• (a) each Director and Officer shall incur personal liability to that Person in respect of the transaction; and
• (b) each such Director or Officer shall severally have a right of indemnity against the Non- Cellular Assets of the Company, unless he was fraudulent, reckless or negligent, or acted in bad faith.

8.12.3. Subrule 8.12.2 is subject to subrule 8.13.1.

8.13. Further provisions concerning personal liability

8.13.1. Notwithstanding subrules 8.11.4 and 8.12.2, the Court may relieve a Director or an Officer, as the case may be, of all or part of his personal liability thereunder if he satisfies the Court that he ought fairly to be so relieved because:

1. (a) he was not aware of the circumstances giving rise to his liability and, in being not so aware, he was neither fraudulent, reckless or negligent, nor acted in bad faith; or
2. (b) he expressly objected, and exercised such rights as he had as such a Director or an Officer, whether by way of voting power or otherwise, so as to try to prevent the circumstances giving rise to his liability.

8.13.2. Where, pursuant to subrule 8.13.1, the Court relieves a director or officer of all or part of his personal liability under subrules 8.11.4 and 8.12.2, the Court may order that the liability in question shall instead be met from such of the:

1. (a) assets of the relevant Cell in respect of which the person was dealing or transacting; or
2. (b) Non-Cellular Assets of the Protected Cell Company, as may be specified in the order.

8.13.3. Any provision in the Articles of Association of a Protected Cell Company, or any other contractual provision under which the Company may be liable, which purports to:

1. (a) avoid the incurring of personal liability upon a director or officer in the circumstances described in subrules 8.11.4 and 8.12.2; or
2. (b) indemnify directors or officers in respect of conduct which would otherwise disentitle them to an indemnity against Non-Cellular Assets by virtue of subrules 8.11.4 or 8.12.2, shall be void.

8.14. Rights of creditors and implied terms

8.14.1. The rights of creditors of a Protected Cell Company shall correspond with the liabilities provided for in rule 8.17.

8.14.2. No such creditor shall have any rights other than the rights referred to in this rule 8.14 and in rules 8.15 and 8.16.

8.14.3. The following terms shall be implied in every transaction entered into by or on behalf of a Protected Cell Company:

1. (a) that no Person shall seek, whether in any proceedings or by any other means, to use or apply any Cellular Assets attributable to any Cell to satisfy a liability not attributable to that Cell;
2. (b) that if any Person shall succeed by any means in using or applying any Cellular Assets attributable to any Cell to satisfy a liability not attributable to that Cell, that Person shall be liable to the Protected Cell Company to pay a sum equal to the value of the benefit thereby obtained by that Person; and
3. (c) that if any Person shall succeed in seizing or attaching or otherwise levying execution against any Cellular Assets attributable to any Cell to satisfy a liability not attributable to that Cell, that Person shall hold those assets or their proceeds in a fiduciary capacity for the Protected Cell Company and shall keep those assets or proceeds separate and identifiable for that purpose.

8.14.4. All sums recovered by a Protected Cell Company as a result of any such obligation as is described in subrule 8.14.3(c) shall be credited against any concurrent liability imposed under the implied term set out in subrule 8.14.3(b).

8.14.5. Any asset or sum recovered by a Protected Cell Company pursuant to the implied term set out in subrules 8.14.3(b) or 8.14.3(c) or by any other means in the events referred to in those subrules shall, after the deduction or payment of any costs of recovery, be applied by the Company so as to compensate the Cell affected.

8.14.6. In the event of any Cellular Assets attributable to a Cell being seized, attached, levied or otherwise taken in execution in respect of a liability not attributable to that Cell, and in so far as such assets or compensation in respect thereof cannot otherwise be restored to the Cell affected, the Protected Cell Company shall:

1. (a) cause or procure its auditor, acting as expert and not as arbitrator, to certify the value of the assets lost to the Cell affected; and
2. (b) transfer or pay to the Cell affected, from the Cellular or Non-Cellular Assets to which the liability was attributable, assets or sums sufficient to restore to the Cell affected the value of the assets lost.

8.14.7. Where under subrule 8.14.3(b) a Protected Cell Company is obliged to make a transfer or payment from Cellular Assets attributable to a Cell of the Company, and those assets are insufficient, the Company shall so far as possible make up the deficiency from its Non-CellularAssets.

8.15. Availability of Cellular Assets to creditors

8.15.1. Without prejudice to the provisions of rules 8.14 and 8.16:

1. (a) Cellular Assets attributable to a particular Cell:
2. (i) are available only to the creditors of the Protected Cell Company who are creditors in respect of that Cell and who are thereby entitled to have recourse to the Cellular Assets attributable to that Cell; and

(ii) shall be absolutely protected from the Shareholders of the Protected Cell Company and from the creditors of the Protected Cell Company who are not creditors in respect of that Cell and who accordingly are not entitled to have recourse to the Cellular Assets attributable to that Cell; and

1. (b) Cellular Assets not attributable to a particular Cell of a Protected Cell Company shall not be used to satisfy any liability attributable to that Cell.

8.16. Satisfaction of liabilities attributable to Cells

8.16.1. Where any liability arises which is attributable to a particular Cell of a Protected Cell Company:

• (a) the Cellular Assets attributable to that Cell shall be used to satisfy the liability; and
• (b) a creditor in respect of that Cell shall not be entitled to have recourse against the Cellular Assets of any other Cell or the Non-Cellular Assets of the Protected CellCompany.

8.16.2. Where any liability arises which is not attributable to a particular Cell of a Protected Cell Company:

• (a) the liability shall be satisfied solely from the Protected Cell Company’s NonCellular Assets; and
• (b) a creditor in respect of that liability shall not be entitled to have recourse to the Cellular Assets of any Cell of the Protected Cell Company.

8.17. Disputes as to liabilities attributable to Cells

8.17.1. The Court, on the application of the Protected Cell Company or of the creditor in dispute with the Protected Cell Company, and without prejudice to any other right or remedy of any Person, may issue a declaration in the matter of any dispute relating to any one or more of the following:

• (a) whether any right is or is not in respect of a particular Cell;
• (b) whether any creditor is or is not a creditor in respect of a particular Cell;
• (c) whether any liability is or is not attributable to a particular Cell; or
• (d) the amount to which any liability is limited.

8.18. Transfer of Cellular Assets from Protected Cell Company

8.18.1. In this rule 8.18, a Cell Transfer Order is an order of the Court authorising the transfer of Cellular Assets attributable to any Cell, but not the Non-Cellular Assets, to another Person, wherever resident or incorporated, and whether or not a Protected Cell Company.

8.18.2. Subject to subrule 8.18.3, no transfer of Cellular Assets attributable to a Cell of a Protected Cell Company may be made except under the authority of, and in accordance with the terms and conditions of, a Cell Transfer Order.

8.18.3. Nothing in this rule 8.18 requires a Protected Cell Company to obtain a Cell Transfer Order to invest, and change investment of, Cellular Assets or otherwise to make payments or transfers from Cellular Assets in the ordinary course of the Protected Cell Company’s business.

8.18.4. In considering whether or not to make a Cell Transfer Order in relation to a Cell, the Courtmay:

1. (a) require the applicant to establish to the satisfaction of the Court:
2. (i) that the creditors of the Company entitled to have recourse to the Cellular Assets attributable to the Cell consent to the transfer; or

(ii) that those creditors would not be unfairly prejudiced by the transfer; and

(iii) hear the representations, if any, of the AFSA thereon.

8.18.5. The Court, on hearing an application for a Cell Transfer Order, may make an interim order or an order adjourning the hearing, conditionally or unconditionally.

8.18.6. The Court may attach such conditions as it thinks fit to a Cell Transfer Order, including conditions as to the discharging of claims of creditors entitled to have recourse to the Cellular Assets attributable to the Cell in relation to which the order is sought.

8.18.7. The Court may make a Cell Transfer Order in relation to a Cell notwithstanding that:

1. (a) a Receiver, Administrative Receiver, or Liquidator has been appointed to act in respect of the Protected Cell Company; or
2. (b) a Cell Receiver has been appointed in respect of the Cell or any other Cell of the Protected Cell Company.

8.18.8. A transfer under a Cell Transfer Order of Cellular Assets attributable to a Cell of a Protected Cell Company shall not of itself entitle creditors of that Protected Cell Company to have recourse to the assets of the person to whom the Cellular Assets were transferred.

8.18.9. The provisions of this rule 8.18 are without prejudice to any power of a Protected Cell Company lawfully to make payments or transfers from the Cellular Assets attributable to any Cell to a person entitled, in conformity with the provisions of this Part 8 (Protected Cell Companies).8.18 are without prejudice to any power of a Protected Cell Company lawfully to make payments or transfers from the Cellular Assets attributable to any Cell to a person entitled, in conformity with the provisions of this Part 8 (Protected Cell Companies).

9.1. Restricted Scope Companies prescribed type of Company for Companies Regulations

For Part 11 (Other types of Company) of the AIFC Companies Regulations, a Restricted Scope Company is prescribed as a type of Company.

9.2. Restricted Scope Companies: modification of Companies Regulations and general powers ofAFSA

9.2.1. This Part is additional to the provisions of any AIFC Regulations or any other provisions of AIFC Rules that may apply to the registration of a Restricted Scope Company, or that may apply to the operations and affairs and winding up of a Restricted Scope Company, including, for example, the provisions of the AIFC Companies Regulations, the AIFC Financial Services Framework Regulations, the AIFC Insolvency Regulations and the AIFC Insolvency Rules.

9.2.2. This Part does not limit any powers of the AFSA under AIFC Financial Services Framework Regulations or any other Legislation Administered by the AFSA.

9.3. Restricted Scope Companies limited to certain Private Companies

9.3.1. A Company shall only be permitted to be incorporated or registered, and operate, as a Restricted Scope Company if:

• (a) it is a Private Company (except in respect of such requirements as may be specifically disapplied in relation to Restricted Scope Companies); and
• (b) it is a subsidiary undertaking of another body corporate that prepares and publishes group accounts under the AIFC Companies Regulations or such other enactment as the Registrar may recognise for the purposes of this section; or
• (c) it is directly or indirectly wholly-owned by:

(i) one person; or

(ii) a group of persons who are members of the same family. (for the purposes of this subsection (ii) the members of a person's family are that person's parents, spouse and children (including step-children)); or

• (d) it is subsidiary undertaking of a body corporate that has been formed by a Decree of the President of the Republic of Kazakhstan.

9.3.2. A Restricted Scope Company must not conduct activities that are the conduct of Financial Services under the AIFC Financial Services Framework Regulations unless it is authorised by the AFSA to conduct the activities.

9.4. Revocation of Restricted Scope Company status

9.4.1. The Registrar of Companies may revoke the status of a Restricted Scope Company as a Restricted Scope Company if:

1. (a) the Restricted Scope Company no longer complies with subrule 9.3.1; or
2. (b) the Restricted Scope Company asks the Registrar to revoke its status as a Restricted Scope Company.

9.4.2. Before acting under subrule 9.4.1(a), the Registrar of Companies must, by Written notice given to the Restricted Scope Company, inform the Restricted Scope Company:

1. (a) that the Registrar is considering whether to revoke its status as a Restricted Scope Company; and
2. (b) that the Restricted Scope Company may make representations, in the way stated in the notice, about the matter within the period specified in the notice.

9.4.3. The Registrar of Companies must consider any representations made by the Restricted Scope Company in accordance with the notice (if any) given to the Restricted Scope Company under subrule 9.4.2.

9.4.4. If the Registrar of Companies revokes the status of the Restricted Scope Company as a Restricted Scope Company, the Restricted Scope Company ceases to be registered as a Restricted Scope Company and these Rules cease to apply to it as a Restricted Scope Company, but it remains a Private Company.

9.4.5. If the Registrar of Companies revokes the status of the Restricted Scope Company as a Restricted Scope Company, the Registrar must make appropriate changes to the registers kept by the Registrar under these Rules and the AIFC Companies Regulations.

9.5. Restricted Scope Company: Formation

9.5.1. Articles of Association

1. (a) The Articles of Association of a Restricted Scope Company must state that it is a Restricted Scope Company.
2. (b) If an amendment of the Articles of Association of a Restricted Scope Company is submitted to the Registrar of Companies under section 19(2) of the AIFC Companies Regulations, the Registrar may object to the amendment if the Registrar considers that the amendment is inappropriate having regard to the nature of a Restricted Scope Company.

9.5.2. Incorporation and Registration of Restricted Scope Companies

1. (a) Notwithstanding section 15(1) (Decision on incorporation application etc.) of the AIFC Companies Regulations, if an application is made under the AIFC Companies Regulations for the incorporation of a Private Company as a Restricted Scope Company, the Registrar of Companies must incorporate it as a Restricted Scope Company if satisfied that it is eligible to be registered as a Restricted Scope Company.
2. (b) The certificate of incorporation issued under section 16(1)(a) (Effect of incorporation) of the AIFC Companies Regulations for a Private Company registered as a Restricted Scope Company must state that the Company is registered as a Restricted ScopeCompany.
3. (c) On the incorporation of a Restricted Scope Company and registration of its Articles of Association, the Registrar of Companies must, in addition to entering the name of the company in the Register of Companies under section 16(1)(c) of the AIFC Companies Regulations, enter the name of the company in the Restricted Scope CompaniesRegister.
4. (d) An application for the registration of a Private Company as a Restricted Scope Company (other than on incorporation) must be filed with the Registrar by the Private Company. If such an application is made under this Part for the registration of a Private Company as a Restricted Scope Company, the Registrar of Companies must: (i) register it as a Restricted Scope Company if satisfied that it is eligible to be registered as a Restricted Scope Company; (ii) issue a certificate to the Restricted Scope Company in respect of such registration; and (iii) enter the name of the company in the Restricted Scope Companies Register.
5. (e) For section 204(1) (Public registers) of the AIFC Companies Regulations, the Registrar of Companies must keep and publish a separate register of current and past registrations of Restricted Scope Company (the Restricted Scope Company Register) (in place of any other public register), by recording in the relevant register the following details, so far as they may be relevant, in relation to each Restricted Scope Company that is, or has been, incorporated or registered in theAIFC:
6. (i) current name;

(ii) identification number;

(iii) date of registration;

(iv) type of company;

1. (v) each former name;

(vi) the date of registration of each change of name;

(vii) the address of the current registered office;

(viii) the address of each of the former registered office;

(ix) the date of registration of each change of registered office. The Registrar shall not make any information in relation to a Restricted Scope Company public or publicly available, other than is set out above in this sub-rule 9.5.2(e).

9.5.3. Name A Restricted Scope Company must use only the name of the Company that is entered in the Register, and must ensure that, whenever it uses that name, the name is immediately followed by the words 'Restricted Limited' or 'Restricted Ltd.' To remove any doubt, this requirement is in place of the requirement in section 37(1) of the AIFC Companies Regulations, but does not otherwise limit the application of AIFC Companies Regulations.

9.6 Disapplication of other provisions of Companies Regulations and Companies Rules

9.6.1. In accordance with section 143(2)(b) (Incorporation of prescribed type of Company) of the AIFC Companies Regulations:

1. (a) the application of Section 56 (Inspection of registers) of the AIFC Companies Regulations is modified in relation to its application to a Restricted Scope Company such that a Restricted Scope Company has no obligation to ensure that its Register of Shareholders and its Register of Debt Security Holders (if any) are open for inspection by any Person. Shareholders or Debt Security Holders may apply to inspect the Register of Shareholders and its Register of Debt Security Holders (if any), respectively, such application to comply with Section 56(3) of the AIFC Companies Regulations, provided that the Restricted Scope Company may decline such application at its discretion;
2. (b) Section 95 (Meeting requests) of the AIFC Companies Regulations shall not apply to a Restricted Scope Company; and
3. (c) Section 131(5) (Accounts) of the AIFC Companies Regulations shall not apply to a Restricted Scope Company.

9.6.2. Provisions of the AIFC Companies Regulations and/or AIFC Companies Rules relating to Recognised Companies, transfer of incorporation to the AIFC, Protected Cell Companies and Investment Companies, do not apply to a Restricted Scope Company.

2.1. Decisions to Schedule 2 does not apply

2.1.1. This Schedule does apply in relation to the making of a decision by the Registrar of Companies:

• (a) to withdraw (however described) a direction, order, prohibition or requirement; or
• (b) to withdraw (however described) a condition, limitation or restriction imposed in relation to an approval, authorisation, licence, registration or any other permission (however described); or
• (c) if the Person whose interests will be affected by the decision has applied for, requested, or consented in Writing to, the making of the decision.

2.1.2. If the Court makes a decision (including findings of fact) in relation to a Person, this Schedule does not apply in relation to the making of any decision by the Registrar of Companies in giving effect to the decision of the Court.

2.2. Opportunity to make representations before decision made

2.2.1. If the Registrar of Companies proposes to make a decision in relation to a Person (the affected Person), the Registrar must give the affected Person:

• (a) a Written notice (the preliminary notice) in accordance with subrule 2.2.2; and
• (b) an opportunity to make representations to the Registrar in person and in Writing about the decision the Registrar proposes to make.

2.2.2. The preliminary notice must:

• (a) specify the proposed decision; and
• (b) specify the reasons for the proposed decision, including any proposed findings of fact; and
• (c) include, or be accompanied by, a copy of the relevant materials that were considered in making the proposed decision; and
• (d) inform the Person that the Person may make representations to the Registrar of Companies about the proposed decision; and
• (e) specify how and by when any representations may be made.

2.2.3. For subrule 2.2.2(c), the Registrar of Companies:

• (a) may refer to materials (instead of providing a copy) if they are already held by the affected Person or are publicly available; and
• (b) is not required to provide materials that are the subject of legal professional privilege.

2.2.4. If the Registrar of Companies receives representations in accordance with the preliminary notice, the Registrar must consider the representations in making the decision.

2.2.5. If, after considering the representations, the Registrar of Companies decides not to make the proposed decision, the Registrar must give the affected Person Written notice of that decision.

2.2.6. If the Registrar of Companies is satisfied that any delay likely to arise as a result of complying with this rule in relation to the making of a decision in relation to the affected Person would be prejudicial to the interests of direct or indirect users of Financial Services or otherwise prejudicial to the interests of the AIFC:

• (a) this rule does not apply in relation to the making of the decision; but
• (b) the Registrar must provide the affected Person with an opportunity to make representations in accordance with rule 2.3 after the decision has been made.

2.3. Opportunity to make representations after decision made

2.3.1. This rule applies in relation to the making of a decision by the Registrar of Companies in relation to a Person (the affected Person) if rule 2.2 (Opportunity to make representations before decision made) did not apply to the making of the decision because of rule 2.2.6.

2.3.2. The Registrar of Companies must:

1. (a) provide the affected Person with an opportunity to make representations to the Registrar in person and in Writing within 14 days, or any further period allowed by the Registrar, after the day the affected Person is given Written notice of the decision under section 202 (Notification of Registrar’s decisions and reasons) of the AIFC Companies Regulations; and
2. (b) in that notice, inform the affected Person that the affected Person may make representations about the decision and specify how and by when any representations may be made.

2.3.3. If the Registrar of Companies receives representations within the period specified in the notice, the Registar must consider the representations in deciding whether to confirm, withdraw or vary the decision.

2.3.4. To remove any doubt, rule 2.2 does not apply to the making of a decision under subrule 2.3.3.

3.1. Table of fine limits

The following table sets the maximum fines that may be imposed for certain Contraventions of the AIFC Companies Regulations:

_

4.1. Meaning of Legislation Administered by the AFSA

Each of the following is Legislation Administered by the AFSA:

• (a) the AIFC Financial Services Framework Regulations and the rules adopted under those Regulations;
• (b) any other AIFC Regulations or AIFC Rules if the Regulations or Rules declare that they are administered by the AFSA;
• (c) a provision of any other AIFC Regulations or AIFC Rules if the provision gives a Function to the AFSA or relates to the Exercise of a Function given to the AFSA by another provision of the AIFC Regulations or AIFC Rules.

4.2. Definitions for these Rules

In these Rules:

Administrative Receiver, in relation to a Company, has the meaning given by Schedule 3 (Interpretation) of the AIFC Insolvency Regulations.

Ancillary Service Provider means an Ancillary Service Provider under Legislation Administered by the AFSA.

Authorised Firm means an Authorised Firm under the AIFC Financial Services Framework Regulations.

Authorised Market Institution means an Authorised Market Institution under the AIFC Financial Services Framework Regulations.

Cell is a Cell created by a Protected Cell Company for the purpose of segregating and protecting Cellular Assets in the manner provided by Part 8 (Protected Cell Companies).

Cell Receiver has the meaning given by the AIFC Insolvency Rules.

Cell Receivership Order has the meaning given by the AIFC Insolvency Rules.

Cell Share Capital comprises the proceeds of the issue of Cell Shares.

Cell Shares are Shares created and issued by a Protected Cell Company in respect of one of its Cells pursuant to the provisions of Part 9 (Protected Cell Companies) the proceeds of the issue of which, the Cell Share Capital, shall be comprised in the Cellular Assets attributable to that Cell.

Cell Transfer Order is an order within the meaning given in rule 8.18. Cellular Assets comprise the assets of the Protected Cell Company attributable to the Company's Cells pursuant to rule 8.9.

A Cellular Dividend is a dividend payable by a Protected Cell Company in respect of Cell Shares.

Non-Cellular Assets are assets of a Protected Cell Company which are not Cellular Assets, pursuant to rule 8.9.

Closed-Ended Investment Company means an Investment Company that is not an OpenEnded Investment Company.

Exchange Facility means a facility, for the transfer of Shares in an Open-Ended Investment Company, administered by an Authorised Market Institution under the AIFC Financial Services Framework Regulations.

Financial Services has the meaning given under the AIFC Financial Services Framework Regulations.

Fund and Fund Manager have the meanings respectively given by the AIFC Glossary.

Group means a group of entities that includes:

• (a) an entity (the first entity); and
• (b) any parent of the first entity; and
• (c) any Subsidiary (direct or indirect) of any parent of the first entity.

Individual Identification Number is a unique number that is allocated to an individual by an authorised body.

Investment Company means a Company that is incorporated as, or converted into, an Investment Company in accordance with Part 6 (Investment Companies).

Legislation Administered by the AFSA has the meaning given by rule 4.1 of this Schedule.

Liquidator, in relation to a Company, has the meaning given by Schedule 3 (Interpretation) of the AIFC Insolvency Regulations.

Open-Ended Investment Company means an Investment Company whose Articles of Association state that is an Open-Ended Investment Company with a variable share capital and otherwise comply with Part 6 (Investment Companies).

Protected Cell Company means a company incorporated as, or converted into, a Protected Cell Company in accordance with the Part 8 (Protected Cell Companies).

Receiver, in relation to a Company, has the meaning given by Schedule 3 (Interpretation) of the AIFC Insolvency Regulations.

Restricted Scope Company means a company incorporated as a Restricted Scope Company in accordance with the Part 9 (Restricted Scope Companies).

Sub-Fund has the meaning given by the AIFC Glossary.

Umbrella Fund has the meaning given by the AIFC Glossary.

4.3. Umbrella Funds

In these Rules, where an Umbrella Fund is formed as a Protected Cell Company, any references to the following terms must be read in relation to that Umbrella Fund as meaning, unless otherwise provided, as follows:

• (a) a reference to a Cell as a reference to a Sub-Fund;
• (b) a reference to Cell Share Capital as a reference to the proceeds of the issue of Units of a Sub-Fund;
• (c) a reference to Cell Shares as a reference to the Units issued by a Sub-Fund;
• (d) a reference to Cellular Assets as a reference to the Fund Property of a Sub-Fund;
• (e) a reference to a Cellular Dividend as a reference to a dividend payable by a SubFund;
• (f) a reference to a Director of a Protected Cell Company as a reference to a Director ofthe Fund Manager of the Umbrella Fund;
• (g) a reference to Non-Cellular Assets, as a reference to the assets of the Protected Cell Company which are not Cellular Assets of any particular Sub-Fund;
• (h) a reference to a Protected Cell Company as a reference to an Umbrella Fund; and
• (i) a reference to a Shareholder, unless the context requires otherwise, as a reference to a Unitholder of a Sub-Fund.

1. INTERPRETATION

1.1. In these Articles, unless the contrary intention appears: Companies Regulations means the AIFC Companies Regulations and includes the AIFC Companies Rules. Directors means the current Director(s) of the Company and includes any natural person occupying the position of director, by whatever name called. Chief Executive Officer means the chief executive officer of the Company, who is a natural person and has an Individual Identification Number, appointed by the Shareholders or Directors. Company means a Private Company. Ordinary Resolution means a resolution passed by a simple majority of the votes of the Shareholders (or the Shareholders of the relevant class of Shares) who (being entitled to do so) vote in person or, if proxies are allowed, by proxy, at a General Meeting for which notice specifying the intention to propose the resolution has been duly given, and includes an Ordinary Resolution in Writing passed under section 100 (Resolution in writing of Private Companies) of the Companies Regulations. Register of Directors means the Register of Directors of the Company under the Companies Regulations. Register of Shareholders means the Register of Shareholders of the Company under the Companies Regulations. Shareholder means a Person entered in the Register of Shareholders as the holder of a Share in the Company. Special Resolution means a resolution passed by at least 75% of the votes of the Shareholders (or the Shareholders of the relevant class of Shares) who (being entitled to do so) vote in person or, if proxies are allowed, by proxy, at a General Meeting provided that notice specifying the intention to propose the resolution as a Special Resolution has been duly given, and includes a Special Resolution in Writing passed under section 100 (Resolutions in writing of Private Companies) of the Companies Regulations. Secretary means the secretary of the Company, if any, or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary. Shares means shares in the Company.Transmittee means a person entitled to a Share by reason of the death or bankruptcy of aShareholder or otherwise by operation of law. these Articles means these Articles of Association.

1.2. Terms used in these Articles have the same meanings as they have, from time to time, in the Companies Regulations, or the relevant provisions of the Companies Regulations, unless the contrary intention appears, but excluding any statutory modification thereof not in force when these Articles become binding on the Company.

1.3. In these Articles, words in the singular include the plural and words in the plural include the singular, unless the contrary intention appears.

1.4. In these Articles, words indicating gender include every other gender, unless the contrary intention appears.

1.5. In these Articles, the word may, or a similar term, used in relation to a Function indicates that the Function may be Exercised or not Exercised, at discretion.

1.6. In these Articles, the word must, or a similar term, used in relation to a Function indicates that the Function is required to be Exercised.

1.7. References in these Articles to “Writing”, in relation to any document, instrument, certificate, notice, register or communication means a legible form of the information that is capable of being reproduced in tangible form, in any medium (including electronic means). For the avoidance of doubt, the Company may, with the consent of a Shareholder, communicate with that Shareholder by electronic means.

1.8. In these Articles, a reference to Regulations or Rules is a reference to Regulations or Rules of the Astana International Financial Centre and, unless the contrary intention appears, a reference to particular Regulations or Rules includes a reference to those Regulations or Rules as amended from time to time.

1.9. For these Articles, if an Ordinary Resolution is expressed to be required for any purpose, then, subject to the Companies Regulations, a Special Resolution is also effective for that purpose.

2. COMPANY NAME

The Company’s name is [as specified in the application].

3. COMPANY REGISTERED OFFICE

The registered office of the Company is situated in the Astana International Financial Centre, Nur-Sultan, Republic of Kazakhstan, at the address provided in the public register.

4. NATURE OF COMPANY’S BUSINESS

The Company’s principal business activities are:

• (a) [as specified in the application]; and
• (b) any other lawful activity for which companies may be incorporated under the AIFC Companies Regulations.

5. LIABILITY OF SHAREHOLDERS

The liability of Shareholders is limited to the amount, if any, unpaid on the Shares held by them in the Company.

6. SHARE CAPITAL

The authorised share capital of the Company is [as specified in the application].

7. COMPANY’S SHARES

7.1. Subject to the provisions of the Companies Regulations and without affecting any rights, entitlements or restrictions attached to existing Shares, a Share may be issued with the rights, entitlements or restrictions that the Company may decide by Ordinary Resolution.

7.2. Subject to the Companies Regulations, the Company may issue, or convert existing nonredeemable Shares, whether allotted or not, into redeemable Shares at the discretion of the Directors.

7.3. The Company must not recognise a Person as holding a Share on trust and, except as otherwise provided by these Articles or the Companies Regulations, the Company is not bound by, and must not recognise, any interest in a Share except an absolute right of ownership

8. SHARE CERTIFICATES

8.1. Unless the conditions of the allotment of Shares provide otherwise, on becoming the Shareholder of any Shares, a Person is entitled, free of charge:

• (a) to 1 share certificate for all the Shares of each class held by the Person; and
• (b) to 1 share certificate for any additional Shares of any class transferred to the Person; and
• (c) on transferring a part of the Person’s Shares of any class, to a certificate for the balance of the holding.

8.2. A Shareholder is entitled to additional certificates, each for 1 or more of the Shareholder’s Shares, on payment for every certificate after the first, of the reasonable amount (if any) decided by the Directors.

8.3. Every share certificate must specify the number, class and distinguishing numbers (if any) of the Shares to which it relates, and the amount or respective amounts Paid-up on them.

8.4. The Company is not required to issue more than 1 certificate for Shares held jointly by 2 or more Persons, and delivery of a certificate to a joint holder is sufficient delivery to all of them.

8.5. If a share certificate is damaged, defaced, lost or destroyed, that Shareholder is entitled to a replacement of the share certificate in respect of the same Shares, and:

• (a) may request a single share certificate or separate share certificates to be issued;
• (b) shall return the damaged or defaced share certificates (if any) to the Company; and
• (c) shall comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the Directors may determine.

9. TRANSFER OF SHARES

9.1. Subject to the Companies Regulations, the instrument of transfer of a Share in the Company may be in any form approved by the Director(s) of the Company. The instrument of transfer must be executed by or on behalf of the transferor.

9.2. The Company may refuse to register the transfer of a Share in the Company only if the instrument of transfer, the share certificate, and any other evidence that the Directors may reasonably require are not duly filed at the registered office of the Company or the office of the agent that maintains the Company’s Register of Shareholders.

9.3. If the Directors refuse to register a transfer of a Share, they shall within 14 days notify the transferee and transferor accordingly.

9.4. The Directors may suspend the registration of transfers of Shares in the Company at the times and for the periods (not exceeding 30 days in any year), as decided by them, acting reasonably.

9.5. The Company may charge a reasonable fee for the registration of any instrument of transfer.

9.6. The transferor remains the holder of a Share until the transferee’s name is entered in the Register of Shareholders as the holder of the Share.

9.7. The Company must keep any instrument of transfer that is registered.

10. TRANSMISSION OF SHARES

10.1. If title to a Share passes to a Transmittee, the Company may only recognise the Transmittee as having any title to that Share.

10.2. If a Shareholder dies, the Shareholder’s Personal Representative, or, if the Shareholder was a joint holder, the survivor or survivors, are the only Persons who may be recognised by the Company as having title to the Shareholder’s Shares.

10.3. If a Person becomes entitled to a Share as a result of the death or bankruptcy of a Shareholder and gives notice to the Company of the entitlement, the Person must be registered as a Shareholder in relation to the Share. On registration, the Person has the same rights as other Shareholders of the same class of Shares.

11. ALTERATION OF SHARE CAPITAL

11.1. Subject to the Companies Regulations, the Company may, by the Ordinary Resolution:

• (a) increase its share capital by creating new Shares of an existing class with the same nominal value, or a new class of Shares of the nominal value it considers appropriate; or
• (b) consolidate and divide its share capital (whether allotted or not) into Shares representing a larger nominal value than their existing nominal value; or
• (c) subdivide its Shares, or any of them, into Shares representing a smaller nominal value than their existing nominal value.

11.2. Any fractions of Shares resulting from a consolidation of Shares may be sold by the Directors on behalf of the Shareholders and the net proceeds distributed proportionately among the Shareholders.

11.3. The Company may, in accordance with the Companies Regulations, reduce its share capital in any way and the terms that it may decide.

12. PURCHASE OF OWN SHARES

Subject to the provisions of the Companies Regulations, the Company may purchase its own Shares.

13. GENERAL MEETINGS

13.1. The Directors may call General Meetings.

13.2. On a Shareholders’ request under section 95 of the Companies Regulations, the Directors or, if appointed the Secretary must promptly call a General Meeting or a meeting of holders of any class of Shares. The meeting must be held as soon as practicable, but not later than 2 months after the day the request is made.

14. REQUISITION AND NOTICE OF GENERAL MEETINGS

14.1. Subject to the Companies Regulations, a General Meeting of the Company must be called by notice of at least 7 days.

14.2. Subject to the Companies Regulations, a notice of a General Meeting must specify the time and place of the meeting. A notice of an Annual General Meeting must state that the meeting is an Annual General Meeting to the Company.

14.3. The Company is not required to hold an Annual General Meeting.

14.4. A General Meeting may be called by shorter notice that otherwise required if shorter notice is agreed by the required majority of the Shareholders under section 97 of the Company Regulations.

14.5. The proceedings of a General Meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of the meeting by, any Person entitled to receive the notice.

15. PROCEEDINGS AT GENERAL MEETINGS

15.1. Except in the case of the Company having a single Shareholder, in which case resolutions will be adopted in Writing by the single Shareholder, no meeting shall take place unless a quorum is present. Two (2) persons entitled to vote shall constitute a quorum.

15.2. If a quorum is not present at a General Meeting within half an hour after the time specified in the notice calling the meeting (the meeting start time), the meeting must be adjourned to a place and time decided by the Directors. If during the meeting a quorum ceases to be present, the meeting must be adjourned to a place and time decided by the Directors.

15.3. If the Directors have appointed a chairperson, the chairperson shall chair General Meetings if present and willing to do so. If the Directors have not appointed a chairperson, or if the chairperson is unwilling to chair the meeting or is not present within 15 minutes of the time at which a meeting was due to start:

• (a) the Directors present, or
• (b) if no Directors are present, the meeting, must appoint a Director or Shareholder to chair the meeting, and the appointment of the chairperson of the meeting must be the first business of the meeting. The person chairing a meeting in accordance with this Article is referred to as “the meeting chair”.

15.4. Every Director is entitled to attend and speak at any General Meeting and at any separate meeting of the Shareholders of any class of Shares in the Company, whether or not the Director is a Shareholder or a Shareholder of that class of Shares.

15.5. The meeting chair may adjourn the meeting with the consent of the majority of the votes at the meeting. A matter must not be considered at the adjourned meeting if the matter could not have been considered at the meeting had the adjournment not taken place. It is not necessary for notice to be given of the adjourned meeting unless the meeting was adjourned for 14 days or longer. If the meeting was adjourned for 14 days or longer, at least 7 days notice of the meeting must be given. The notice must specify the time and place of the adjourned meeting, the general nature of any matters to be considered, and any proposed Resolutions of which notice has been duly given.

15.6. Unless a poll is demanded, a resolution put to the vote must be decided on a show of hands. A poll may be demanded, before or on the declaration of the result of a vote by show of hands:

• (a)by the meeting chair; or
• (b)by at least 1 Shareholder having the right to vote at the meeting.

15.7. Unless a poll is demanded, the meeting chair may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration is conclusive evidence of the result of the resolution.

15.8. The meeting chair may consent to the withdrawal of a demand for a poll.

15.9. A poll must be taken in the way the meeting chair directs and the result is the resolution of the meeting at which the poll was demanded.

15.10. A poll demanded on the election of the Person who is to chair the meeting or on an adjournment must be taken immediately. A poll demanded on any other question must be taken as the meeting chair directs, but not more than 30 days after the day the poll is demanded. The demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.

15.11. If a poll demanded at a meeting is not taken at the meeting, at least 7 days Written notice must be given of the time and place at which the poll is to be taken, unless the time and place is announced at the meeting.

15.12. Resolution in Writing may be passed in accordance with the Companies Regulations

16. VOTES OF SHAREHOLDERS

16.1. On a show of hands, every Shareholder present, including the representative of a Body Corporate Shareholder, has 1 vote. On a poll, every Shareholder has 1 vote for every Share held. This Article is subject to any rights or restrictions attached to any Shares.

16.2. Joint Shareholders may only exercise 1 vote or 1 vote per Share, as the case may be. If more than 1 vote is cast by joint Shareholders, only the vote of the joint Shareholder whose name appears first on the Company’s Register of Shareholders may be taken into account.

16.3. If a Shareholder of the Company has a personal representative appointed because of a physical or mental disability or other, the personal representative may exercise the voting rights of the Shareholder if the personal representative has given notice to the Directors in the form of proxy used by the Company and within the time limit for filing proxies before any meeting being held or vote being taken.

16.4. An objection may only be raised at a General Meeting to the right of any Person to vote at themeeting or on a poll arising from the meeting. The meeting chair must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final.

16.5. A Shareholder may vote on a poll by proxy.

16.6. An instrument appointing a proxy to vote at a General Meeting, or on a poll arising from a General Meeting, must be in Writing in a form approved by the Company and distributed with the notice of a meeting or poll. The form must include a section allowing the Shareholder to direct theproxy on how the proxy must act.

16.7. An instrument appointing a proxy must be deposited at the registered office of the Company at least 48 hours before the General Meeting at which the proxy is to be exercised. For a poll that is not being taken immediately but sometime after it is demanded, an instrument appointing a proxy may be deposited at the poll with the meeting chair, the Secretary or any Director present or at any time before the poll at the registered office of the Company.

16.8. A vote given or poll demanded by proxy is valid despite the revocation of the proxy by the Shareholder who appointed the proxy unless the Company receives notice from the Shareholder before the vote is taken or the poll is demanded.

17. NUMBER OF DIRECTORS

The Company must have at least 1 Director, who is a natural person and has an Individual Identification Number.

18. POWERS OF DIRECTORS

18.1. Subject to the Companies Regulations and these Articles, the business of the Company must be managed by the Directors or by another natural person appointed by the Shareholders or Directors and bearing the title of Chief Executive Officer.

18.2. The Shareholders or Directors may appoint from among or from outside of its members, the Chief Executive Officer, who shall be a natural person and a resident of the Republic of Kazakhstan. The Chief Executive Officer shall have the broadest powers to act in all circumstances in the name of the Company, within the limits of the corporate objects and subject to powers expressly reserved by law for Shareholders’ meetings and the Directors. He shall represent the Company in its dealings with third parties.

18.3. The Directors may appoint a Person to be the agent of the Company.

19. SHAREHOLDERS RESERVE POWER

The Shareholders may, by Special Resolution, direct the Directors to take, or refrain from taking, specified action. No such Special Resolution shall invalidate anything that the Directors have done before the passing of the resolution.

20. DELEGATION OF DIRECTORS’ POWERS

20.1. The Directors may delegate any of its powers to a managing Director, executive Director or a committee of Directors, by such means, to such extent, in relation to such matters or territories and on such terms and conditions as they deem fit.

20.2. If the Directors so specifies, any such delegation may authorise further delegation of the Directors’ powers by any person or committee to whom they are delegated.

20.3. The Directors may revoke any delegation in whole or in part, or alter its terms and conditions

21. APPOINTMENT OF DIRECTORS

21.1. Any person who is willing to act as a director, and is permitted by Companies Regulations to do so, may be appointed to be a director:

• (a) by Ordinary Resolution, or
• (b) by a decision of the Directors.

21.2. Additional Directors may be appointed by the Shareholders or Directors if the total number of Directors does not exceed any maximum number of Directors prescribed by the Companies Regulations or these Articles. However, Directors may appoint additional Directors temporarily and this appointment must be confirmed by Ordinary Resolution at the General Meeting.

21.3. In any case where, as a result of death, the Company has no Shareholders and no Directors, the personal representatives of the last Shareholder to have died have the right, by notice in Writing, to appoint a person to be a director.

21.4. For the purposes of the section 21.3. where 2 or more Shareholders die in circumstances rendering it uncertain who was the last to die, a younger Shareholder is deemed to have survived an older Shareholder.

22. DISQUALIFICATION AND REMOVAL OF DIRECTORS

A Director’s office is automatically vacated if the Director:

• (a) is prohibited by the Companies Regulations from being a Director; or
• (b) becomes bankrupt; or
• (c) is, because of any mental or physical disability, incapable (otherwise than on a temporary basis) of performing the duties of a Director; or
• (d) is absent from 3 consecutive meetings of the Directors, except on leave of absence given by the Directors; or
• (e) resigns by Written notice given to the Company; or
• (f) is removed by an Ordinary Resolution.

23. REMUNERATION AND EXPENSES OF DIRECTORS

A Director is entitled to be paid the remuneration that the Company determines by Resolution and is entitled to be reimbursed all expenses reasonably incurred in association with carrying out of the duties of a Director.

24. PROCEEDINGS OF DIRECTORS

24.1. Subject to these Articles, the Directors may conduct their proceedings (including their meetings) as they consider appropriate.

24.2. The Directors may to meet at the times and places that they decide.

24.3. A question arising at a meeting of the Directors is to be decided by a majority of Directors present, in person or by alternate, and voting. However, the person chairing the meeting (the meeting chair) also has a second or a casting vote if the votes on any question are equal.

24.4. Business may be conducted at a meeting of the Directors only if a quorum is present. The quorum for meeting of the Directors may be fixed from time to time by a decision of the Directors. If a Director is required not to vote on a resolution because of a conflict of interest, the Director must not be counted in working out whether there is a quorum in relation to the resolution.

24.5. If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a General Meeting.

24.6. If there is no Director holding office as Chair, or if the Chair is unwilling to chair a meeting or is not present, in person or by alternate, within 15 minutes after the time appointed for the meeting, the Directors present may appoint a Director present to chair the meeting.

24.7. A decision of the Directors is taken in accordance with this Article when eligible Directors indicate to each other by any means that they share a common view on the matter. Such a decision may take the form of a resolution in Writing, copies of which have been signed by each eligible Director or to which each eligible Director has otherwise indicated their agreement in Writing. References in this Article to eligible Directors are to Directors who would have been entitled to vote on the matter had it been proposed as a resolution at a Director’s meeting and the eligible Directors would have formed a quorum at such a meeting.

24.8. Any Director may validly participate in a Directors meeting through any means that all the Directors participating in the meeting are able to hear and speak to each other during such a meeting. A Director participating (other than in person) shall be deemed to be present in person at the meeting, shall be counted in the quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of participants is assembled, failing which the meeting is deemed to take place where the chairperson is physically located.

24.9. A Director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.

24.10. If in the opinion of the Chair a matter required to be determined by the Directors is sufficiently urgent, the matter may be submitted to the Directors for consideration and provided that Directors constituting a quorum of a duly convened meeting either agree:

• (a) with the proposed resolution of the matter; or
• (b) that the matter may be resolved in accordance with the decision of the majority of the Directors constituting a quorum, in the event of disagreement amongst the Directors, and the matter shall be resolved in accordance with those communications (however made). Any decision made pursuant to this Article shall be notified to any Director who did not participate in the decision or was absent at the meeting within 2 days.

24.11. Without limiting the duties of a Director under the Companies Regulations, a Director must not vote at a meeting of Directors on any resolution concerning a matter in which the Director has a direct or indirect conflict of interest. For this subarticle, an interest of a Director includes an interest of any Person who is connected to the Director.

24.12. For the purpose of this Article:

• (a) a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice, in any transaction or arrangement in which the Company is interested, shall be deemed to be sufficient disclosure; and
• (b) an interest of which a Director has no knowledge and of which it is unreasonable to expect the Director to have knowledge shall not be treated as an interest of the Director.

24.13. Subject to the Companies Regulations, the Company may, by a Resolution or suspend or relax any provision of these Articles prohibiting a Director from voting at a meeting of Directors.

24.14. An objection may only be raised at a meeting of the Directors to the right of any Person to vote at the meeting. The chair of the meeting must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final and conclusive.

25. SECRETARY

Subject to the Companies Regulations, a Secretary may be appointed and removed by the Directors who shall decide on the terms, remuneration and conditions of appointment.

26. MINUTES

The Directors must ensure that minutes are kept for:

• (a) all appointments of officers made by the Directors; and
• (b) all proceedings at General Meetings, meetings of Shareholders of any class of Shares of the Company, meetings of the Directors and committees of Directors. The minutes of a meeting must include the names of the Directors present at the meeting.

27. DIVIDENDS

27.1. Subject to the Companies Regulations, the Company may, by Ordinary Resolution, declare dividends in accordance with the respective rights of the Shareholders, but no dividend may exceed the amount recommended by the Directors.

27.2. Subject to the Companies Regulations, the Directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for Distribution. If the share capital is divided into different classes, no interim dividend may be paid on Shares with deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. If the Directors act in good faith, the Directors do not incur any Liability to Shareholders of Shares with preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any Shares with deferred or non-preferred rights.

27.3. The Directors may recommend, and a General Meeting may declare, that a dividend may be satisfied completely or partly by the Distribution of assets. If any difficulty arises in relation to the Distribution, the Directors may determine the method of settlement.

27.4. No dividend or other amount payable in relation a Share of the Company bears interest unlessotherwise provided by the rights attached to the share.

27.5. If any dividend or other amount payable in relation to a Share of the Company has remained unclaimed for 12 years from the day it became due for payment, the Directors may resolve that the amount is forfeited. If the Directors resolve that any dividend or other amount is forfeited, the dividend ceases to be owing by the Company.

28. INSPECTION OF ACCOUNTING RECORDS ETC.

A Shareholder of the Company does not have a right to inspect any Accounting Records, other books or other Documents of the Company except so far as the right is provided to the Shareholder by the Companies Regulations or the inspection is authorised by the Directors or the Company or the Ordinary Resolution of the Company.

29. NOTICES

29.1. Any notice under these Articles must be given in Writing.

29.2. The Company may give any notice to a Shareholder of the Company:

• (a) personally; or
• (b) by sending it by post in a prepaid envelope addressed to the Shareholder at the Shareholder’s registered address or by leaving it at that address; or
• (c) in electronic form to an address nominated by the Shareholder and such a notice is deemed as being delivered at the time it was sent; or
• (d) by any other means agreed between the Shareholder and the Company.

29.3. For the joint holders of a Share, all notices must be given to the joint holder whose name appears first in the Company’s Register of Shareholders in relation to the joint holding and notice so given is sufficient notice to all the joint holders.

29.4. A Person present, either in person or by proxy, at any meeting is taken to have received notice of the meeting.

29.5. Every Person who becomes entitled to a Share of the Company is bound by any notice in relation to the Share.

29.6. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice is taken to be given at the end of 48 hours after the envelope containing it was posted.

29.7. Proof that an electronic transmission was sent is evidence that the notice was delivered at the time it was sent.

29.8. A notice may be given by the Company to the Persons entitled (or claiming to be entitled) to a Share as a result of the death or bankruptcy of a Shareholder by sending it by post to, or leaving it at, the address provided by them to the Company. Until an address has been provided to the Company, a notice may be given by the Company in relation to the Share in any way in which it might have been given if the death or bankruptcy had not happened.

30. AMENDMENT OF THESE ARTICLES

These Articles may be amended by Special Resolution.

1. INTERPRETATION

1.1. In these Articles, unless the contrary intention appears: Board means the board of Directors of the Company. Companies Regulations means the AIFC Companies Regulations and includes the AIFC Companies Rules. Company means a Public Company. Chair means the chair of the Board. Chief Executive Officer means the chief executive officer of the Company, who is a natural person and has an Individual Identification Number, appointed by the Board from time to time. Directors means the current Directors of the Company or, as the case may be, those Directors assembled as a Board or as a committee of the Board. Ordinary Resolution means a resolution passed by a simple majority of the votes of the Shareholders (or the Shareholders of the relevant class of Shares) who (being entitled to do so) vote in person or, if proxies are allowed, by proxy, at a General Meeting. Register of Directors means the Register of Directors of the Company under the Companies Regulations. Register of Shareholders means the Register of Shareholders of the Company under the Companies Regulations. Shareholder means a Person entered in the Register of Shareholders as the holder of a Share in the Company. Special Resolution means a resolution passed by at least 75% of the votes of the Shareholders (or the Shareholders of the relevant class of Shares) who (being entitled to do so) vote in person or, if proxies are allowed, by proxy, at a General Meeting provided that notice specifying the intention to propose the resolution as a Special Resolution has been duly given. Secretary means a Person occupying the position of secretary of the Company, by whatever name called. Shares means shares in the Company. these Articles means these Articles of Association.

1.2. Terms used in these Articles have the same meanings as they have, from time to time, in the Companies Regulations, or the relevant provisions of the Companies Regulations, unless the contrary intention appears.

1.3. In these Articles, words in the singular include the plural and words in the plural include the singular, unless the contrary intention appears.

1.4. In these Articles, words indicating gender include every other gender, unless the contrary intention appears.

1.5. In these Articles, the word may, or a similar term, used in relation to a Function indicates that the Function may be Exercised or not Exercised, at discretion.

1.6. In these Articles, the word must, or a similar term, used in relation to a Function indicates that the Function is required to be Exercised.

1.7. References in these Articles to “Writing”, in relation to any document, instrument, certificate, notice, register or communication means a legible form of the information that is capable of being reproduced in tangible form, in any medium (including electronic means). For the avoidance of doubt, the Company may, with the consent of a Shareholder, communicate with that Shareholder by electronic means.

1.8. In these Articles, a reference to Regulations or Rules is a reference to Regulations or Rules of the Astana International Financial Centre and, unless the contrary intention appears, a reference to particular Regulations or Rules includes a reference to those Regulations or Rules as amended from time to time.

1.9. For these Articles, if an Ordinary Resolution is expressed to be required for any purpose, then, subject to the Companies Regulations, a Special Resolution is also effective for that purpose.

2. COMPANY NAME

The Company’s name is [as specified in the application].

3. COMPANY REGISTERED OFFICE

The registered office of the Company is situated in the Astana International Financial Centre, Nur-Sultan, Republic of Kazakhstan, at the address provided in the public register.

4. NATURE OF COMPANY’S BUSINESS

The Company’s principal business activities are:

• (a) [as specified in the application]; and
• (b) any other lawful activity for which companies may be incorporated under the Companies Regulations.

5. SHARE CAPITAL

The authorised share capital of the Company is [as specified in the application].

6. LIABILITY OF SHAREHOLDERS

The liability of Shareholders is limited to the amount, if any, unpaid on the Shares held by them in the Company.

7. COMPANY’S SHARES

7.1. Subject to the provisions of the Companies Regulations and without affecting any rights, entitlements or restrictions attached to existing Shares, a Share may be issued with the rights, entitlements or restrictions that the Company may decide by Ordinary Resolution.

7.2. Subject to the Companies Regulations, the Company may issue, or convert existing nonredeemable Shares, whether Allotted or not, into redeemable Shares at the discretion of the Board.

7.3. The Company must not recognise a Person as holding a Share on trust and, except as otherwise provided by these Articles or the Companies Regulations, the Company is not bound by, and must not recognise, any interest in a Share except an absolute right of ownership.

8. SHARE CERTIFICATES

8.1. Unless the conditions of the Allotment of Shares provide otherwise, on becoming the Shareholder of any Shares, a Person is entitled, free of charge:

• (a) to 1 share certificate for all the Shares of each class held by the Person; and
• (b) to 1 share certificate for any additional Shares of any class transferred to the Person; and
• (c) on transferring a part of the Person’s Shares of any class, to a certificate for the balance of the holding.

8.2. A Shareholder is entitled to additional certificates, each for 1 or more of the Shareholder’s Shares, on payment for every certificate after the first, of the reasonable amount (if any) decided by the Directors.

8.3. Every share certificate must specify the number, class and distinguishing numbers (if any) of the Shares to which it relates, and the amount or respective amounts Paid-up on them.

8.4. The Company is not required to issue more than 1 certificate for Shares held jointly by 2 or more Persons, and delivery of a certificate to a joint holder is sufficient delivery to all of them.

8.5. If a share certificate is lost, stolen or destroyed, the Company may replace it if the Company receives the evidence of the shareholding right that it requires, the indemnity (if any) that it requires, and is paid the reasonable amount (if any) decided by the Directors for the expenses incurred by the Company in investigating the evidence and providing the replacement certificate.

8.6. If a share certificate has become damaged or worn, the Company may replace it if the Company is provided with the certificate and is paid the reasonable amount (if any) decided by the Directors for the expenses incurred by the Company in providing the replacement certificate.

9. TRANSFER OF SHARES

9.1. Subject to the Companies Regulations, the instrument of transfer of a Share in the Company may be in any form approved by the Directors. The instrument of transfer must be executed by or on behalf of the transferor.

9.2. The Company may refuse to register the transfer of a Share in the Company only if the instrument of transfer, the share certificate, and any other evidence that the Directors may reasonably require, are not duly filed at the registered office of the Company or the office of the agent that maintains the Company’s Register of Shareholders.

9.3. If the Directors refuse to register a transfer of a Share, they shall within fourteen (14) days notify the transferee and transferor accordingly.

9.4. The Directors may suspend the registration of transfers of Shares in the Company at the times and for the periods (not exceeding 30 days in any year), as decided by them, acting reasonably.

9.5. The Company may charge a reasonable fee for the registration of any instrument of transfer.

9.6. The transferor remains the holder of a Share until the transferee’s name is entered in the Register of Shareholders as the holder of the Share.

9.7. The Company must keep any instrument of transfer that is registered.

10. TRANSMISSION OF SHARES

10.1. If a Shareholder dies, the Shareholder’s Personal Representative, or, if the Shareholder was a joint holder, the survivor or survivors, are the only Persons who may be recognised by the Company as having title to the Shareholder’s Shares.

10.2 If a Person becomes entitled to a Share as a result of the death or bankruptcy of a Shareholder and gives notice to the Company of the entitlement, the Person must be registered as a Shareholder in relation to the Share. On registration, the Person has the same rights as other Shareholders of the same class of Shares.

11. ALTERATION OF SHARE CAPITAL

11.1. Subject to the Companies Regulations, the Company may:

• (a) increase its share capital by creating new Shares of an existing class with the same nominal value, or a new class of Shares of the nominal value it considers appropriate; or
• (b) consolidate and divide its share capital (whether allotted or not) into Shares representing a larger nominal value than their existing nominal value ; or
• (c) subdivide its Shares, or any of them, into Shares representing a smaller nominal value than their existing nominal value, if the proportion between the amount paid and the amount unpaid (if any) on each subdivided Share is the same as it was for the Share from which the sub-divided Share was derived.

11.2. Any fractions of Shares resulting from a consolidation of Shares may be sold by the Directors on behalf of the Shareholders and the net proceeds distributed proportionately among the Shareholders.

11.3. The Company may, in accordance with the Companies Regulations, reduce its share capital in any way and the terms that it may decide.

12. PURCHASE OF OWN SHARES

Subject to the provisions of the Companies Regulations, the Company may purchase its own Shares.

13. GENERAL MEETINGS

13.1. The Directors may call General Meetings.

13.2. On a Shareholders’ request under section 95 of the Companies Regulations, the Directors or, if appointed, the Secretary, must promptly call a General Meeting or a meeting of holders of any class of Shares. The meeting must be held as soon as practicable, but not later than 2 months after the day the request is made.

14. REQUISITION AND NOTICE OF GENERAL MEETINGS

14.1. A General Meeting of the Company (other than an Annual General Meeting or adjourned Annual General Meeting) must be called by at least 14 days Written notice to all the Shareholders, the Directors and the auditor.

14.2. An Annual General Meeting, or adjourned Annual General Meeting, of the Company must be called by at least 21 days Written notice to all the Shareholders, the Directors and the auditor.

14.3. Subject to the Companies Regulations, a notice of a General Meeting must specify the time and place of the meeting, the general nature of any matters to be considered, and any proposed Resolutions of which notice has been duly given. A notice of an Annual General Meeting must state that the meeting is an Annual General Meeting to the Company or to be proposed by the Company and whether any of them is to be proposed as a Special Resolution.

14.4. The proceedings of a General Meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of the meeting by, any Person entitled to receive the notice.

15. PROCEEDINGS AT GENERAL MEETINGS

15.1. No General Meeting of the Company may take place unless there is a quorum. Unless the Company has only a single Shareholder, 2 Shareholders personally present or represented by proxy are a quorum.

15.2. If a quorum is not present at a General Meeting within half an hour after the time specified in the notice calling the meeting (the meeting start time), the meeting must be adjourned to a place and time decided by the Directors. If during the meeting a quorum ceases to be present, the meeting must be adjourned to a place and time decided by the Directors.

15.3. The Chair of the Board chairs the meeting. However, if the Chair of the Board is not present or willing to act within 15 minutes after the meeting start time, another Director elected by the Directors present must chair the meeting. If no Directors are present or willing to chair the meeting, the Shareholders present must elect a Shareholder present to chair the meeting.

15.4. Every Director is entitled to attend and speak at any General Meeting and at any separate meeting of the Shareholders of any class of Shares in the Company, whether or not the Director is a Shareholder or a Shareholder of that class of Shares.

15.5. The Person chairing the meeting (the meeting chair) may adjourn the meeting with the consent of the majority of the votes at the meeting. A matter must not be considered at the adjourned meeting if the matter could not have been considered at the meeting had the adjournment not taken place. It is not necessary for notice to be given of the adjourned meeting unless the meeting was adjourned for 14 days or longer. If the meeting was adjourned for 14 days or longer, at least 7 days notice of the meeting must be given. The notice must specify the time and place of the adjourned meeting, the general nature of any matters to be considered, and any proposed Resolutions of which notice has been duly given.

15.6. Unless a poll is demanded, a resolution put to the vote must be decided on a show of hands. A poll may be demanded, before or on the declaration of the result of a vote by show of hands:

• (a) by the meeting chair; or
• (b) by at least 2 Shareholders having the right to vote at the meeting; or
• (c) by a Shareholder representing not less than 5% of the total voting rights of all the Shareholders having the right to vote at the meeting.

15.7. Unless a poll is demanded, the meeting chair may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration is conclusive evidence of the result of the resolution.

15.8. The meeting chair may consent to the withdrawal of a demand for a poll.

15.9. A poll must be taken in the way the meeting chair directs and the result is the resolution of the meeting at which the poll was demanded.

15.10. A poll demanded on the election of the Person who is to chair the meeting or on an adjournment must be taken immediately. A poll demanded on any other question must be taken as the meeting chair directs, but not more than 30 days after the day the poll is demanded. The demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.

15.11. If a poll demanded at a meeting is not taken at the meeting, at least 7 days Written notice must be given of the time and place at which the poll is to be taken, unless the time and place is announced at the meeting.

16. VOTES OF SHAREHOLDERS

16.1. On a show of hands, every Shareholder present, including the representative of a Body Corporate Shareholder, has 1 vote. On a poll, every Shareholder has 1 vote for every Share held. This Article is subject to any rights or restrictions attached to any Shares.

16.2. Joint Shareholders may only exercise 1 vote or 1 vote per Share, as the case may be. If more than 1 vote is cast by joint Shareholders, only the vote of the joint Shareholder whose name appears first on the Company’s Register of Shareholders may be taken into account.

16.3. If a Shareholder of the Company has a personal representative appointed because of a physical or mental disability, the personal representative may exercise the voting rights of the Shareholder if the personal representative has given notice to the Directors in the form of proxy used by the Company and within the time limit for filing proxies before any meeting being held or vote being taken.

16.4. An objection may only be raised at a General Meeting to the right of any Person to vote at the meeting or on a poll arising from the meeting. The meeting chair must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final.

16.5. A Shareholder may vote on a poll by proxy.

16.6. An instrument appointing a proxy to vote at a General Meeting, or on a poll arising from a General Meeting, must be in Writing in a form approved by the Company and distributed with the notice of a meeting or poll. The form must include a section allowing the Shareholder to direct theproxy on how the proxy must act.

16.7. An instrument appointing a proxy must be deposited at the registered office of the Company at least 48 hours before the General Meeting at which the proxy is to be exercised. For a poll that is not being taken immediately but sometime after it is demanded, an instrument appointing a proxy may be deposited at the poll with the meeting chair, the Secretary or any Director present or at any time before the poll at the registered office of the Company.

16.8. A vote given or poll demanded by proxy is valid despite the revocation of the proxy by the Shareholder who appointed the proxy unless the Company receives notice from the Shareholder before the vote is taken or the poll is demanded.

17. NUMBER OF DIRECTORS

The Company must have at least 2 Directors, and at all times shall have at least 1 director who has an Individual Identification Number.

18. ALTERNATE DIRECTORS

18.1. The Chair of the Board or another Director (the appointor) may appoint any other Director, or any other Person approved by the Directors, as the appointor’s alternate (the appointee), and may revoke the appointment at any time. The appointee may Exercise all the Functions of the appointer as a Director and, if the appointor is the Chair of the Board, as the Chair, but is not entitled to remuneration.

18.2. The appointor and appointee must both be given notice of all Directors meetings of which the appointor is entitled to receive notice.

18.3. The appointee is entitled to attend and vote at Directors meetings, and counts towards the quorum, if the appointor is absent.

18.4. The appointee is not the agent of the appointor and the appointor is not responsible for anything done or omitted to be done by the appointee.

18.5. The appointee holds office for as long as the appointor holds office as a Director unless the appointee’s appointment is revoked by the appointor.

18.6. The appointor must give notice of the appointment of the appointee, and any revocation of the appointment, to the Company.

19. POWERS OF DIRECTORS

19.1. Subject to the Companies Regulations and these Articles, the business of the Company must be managed by the Directors or by Chief Executive Officer. No amendment of these Articles invalidates any act of a Director or the Directors.

19.2. The Board may appoint from among its members, or from outside the Board, the Chief Executive Officer. The Chief Executive Officer shall have the broadest powers to act in all circumstances in the name of the company, within the limits of the Company’s principal business activities and subject to powers expressly reserved by the Board.

19.3. The Directors may appoint a Person to be the agent of the Company.

20. SHAREHOLDER’S RESERVE POWER

20.1. Shareholders may, by Special Resolution, direct the Directors to take, or refrain from taking, specified action.

20.2. No such Special Resolution invalidates anything which the Directors have done before the passing of the resolution.

21. DELEGATION OF DIRECTORS’ POWERS

21.1. The Board may delegate any of its powers to a managing Director, executive Director or a committee of Directors, by such means, to such extent, in relation to such matters or territories and on such terms and conditions as they deem fit.

21.2. If the Board so specifies, any such delegation may authorise further delegation of the Directors’ powers by any person or committee to whom they are delegated.

21.2. The Board may revoke any delegation in whole or in part, or alter its terms and conditions.

22. APPOINTMENT AND RETIREMENT OF DIRECTORS

22.1. Any person who is willing to act as a Director, and is permitted by the Companies Regulations to do so, may be appointed to be a Director by Ordinary Resolution.

22.2. A person (other than a Director retiring by rotation) must not be appointed a Director at a General Meeting unless the person has been recommended by the Directors or a Shareholder and the person’s details have been included in the notice of meeting at which the appointment is considered. The details must include at least the information that would be included in the Company’s Register of Directors if the person were to be appointed.

22.3. Additional Directors may be appointed by the Company by resolution if the total number of Directors does not exceed any maximum number of Directors prescribed by the Companies Regulations or these Articles.

22.4. A Director appointed under subarticle 22.3. holds office only until the next Annual General Meeting. The Director must retire at that meeting, but may be reappointed in accordance with these Articles.

22.5. At the first Annual General Meeting of the Company, all Directors must retire from office. At

every subsequent Annual General Meeting at least one third, or number nearest to one third, of the Directors who are subject to retirement by rotation must retire.

22.6. The Directors subject to retirement by rotation are those that have been longest in office since their last appointment. For Directors appointed on the same day, the Director or Directors to retire must be decided by whose name appears first on the Company’s Register of Directors.

22.7. However, a Director remains in office if the Director is willing to remain in office and the Company, at the meeting at which the Director retires by rotation, resolves not to fill the vacancy.

23. DISQUALIFICATION AND REMOVAL OF DIRECTORS

A Director’s office is automatically vacated if the Director:

• (a) is prohibited by the Companies Regulations from being a Director; or
• (b) becomes bankrupt; or
• (c) is, because of any mental or physical disability, incapable (otherwise than on a temporary basis) of performing the duties of a Director; or
• (d) is absent from 3 consecutive meetings of the Board, except on leave of absence given by the Board; or
• (e) resigns by Written notice given to the Company; or
• (f) is removed by an Ordinary Resolution of the Company.

24. REMUNERATION AND EXPENSES OF DIRECTORS

24.1. A Director is entitled to be paid the remuneration that the Company determines by Resolution and is entitled to be reimbursed all expenses reasonably incurred in carrying out of the duties of a Director.

24.2. The Company may pay any reasonable expenses which the Directors properly incur in connection with their attendance at:

• (a) meetings of Directors or committees of Directors;
• (b) General Meetings; or
• (c) separate meetings of the holders of any class of shares or of Debt Securities of the Company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.

25. DIRECTORS’ APPOINTMENTS

Subject to the Companies Regulations, the Directors may appoint 1 or more Directors to the office of managing Director or to any other executive office under the Company. An appointment may be made on the terms that the Directors determine. Any appointment of a Director to an executive office ends if the Director ceases to be a Director. A managing Director and a Director holding any other executive office are not subject to retirement by rotation.

26. PROCEEDINGS OF DIRECTORS

26.1. Subject to these Articles, the Directors may conduct their proceedings (including their meetings) as they consider appropriate.

26.2. The Board is to meet at the times and places that it decides.

26.3. However, a Director may, and the Secretary at the request of a Director must, call a meeting of the Board.

26.4. A question arising at a meeting of the Board is to be decided by a majority of the Directors present, in person or by alternate, and voting. However, the person chairing the meeting (the meeting chair) also has a casting vote if the votes on any question are equal.

26.5. Business may be conducted at a meeting of the Board only if a quorum is present. A quorum is 2 or, if the Directors have fixed another number, that number. If a Director is required not to vote on a resolution because of a conflict of interest, the Director must not be counted in working out whether there is a quorum in relation to the resolution.

26.6. If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a General Meeting.

26.7. The Directors must appoint a Director to be the Chair of the Board may at any time remove the Chair from that office.

26.8. The Chair of the Board must chair all meetings of the Board at which the Chair is present. If there is no Director holding office as Chair, or if the Chair is unwilling to chair a meeting or is not present, in person or by alternate, within 5 minutes after the time appointed for the meeting, the Directors present may appoint a Director present to chair of the meeting.

26.9. Subject to any decision of the Board, a resolution in Writing signed by all the Directors (or their alternates) is as valid and effective as if it had been passed at a meeting of the Board. The resolution may consist of several Documents in the like form each signed by 1 or more Directors (or their alternates).

26.10. Without limiting the duties of a Director under the Companies Regulations, a Director must not vote at a meeting of Directors on any resolution concerning a matter in which the Director has a direct or indirect conflict of interest. For this subarticle, an interest of a Director includes an interest of any Person who is connected to the Director.

26.11. Subject to the Companies Regulations, the Company may, by Resolution, suspend or relax any provision of these Articles prohibiting a Director from voting at a meeting of Directors.

26.12. An objection may only be raised at a meeting of the Directors to the right of any Person to vote at the meeting. The chair of the meeting must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final.

27. SECRETARY

The Secretary (or each joint Secretary) of the Company is to be appointed and removed by the Directors. A Secretary holds office on the terms and conditions of appointment decided by the Directors.

28. MINUTES

The Directors must ensure that minutes are kept of:

• (a) all appointments of Officers made by the Directors; and
• (b) all proceedings at General Meetings, meetings of Shareholders of any class of Shares of the Company, and meetings of the Directors and committees of Directors. The minutes of a meeting must include the names of the Directors present at the meeting.

29. DIVIDENDS

29.1. Subject to the Companies Regulations, the Company may, by Ordinary Resolution, declare dividends in accordance with the respective rights of the Shareholders, but no dividend may exceed the amount recommended by the Directors.

29.2. Subject to the Companies Regulations, the Directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for Distribution. If the share capital is divided into different classes, no interim dividend may be paid on Shares with deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. If the Directors act in good faith, the Directors do not incur any Liability to Shareholders of Shares with preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any Shares with deferred or non-preferred rights.

29.3. The Directors may recommend, and a General Meeting may declare, that a dividend may be satisfied completely or partly by the Distribution of assets. If any difficulty arises in relation to the Distribution, the Directors may determine the method of settlement.

29.4. Any dividend or other amount payable by the Company to a Person (or 2 or more Persons) in relation to a Share of the Company may be paid by cheque.

29.5. If the amount is payable to a single Person (the relevant Person), the cheque must be sent by post to the registered address of the relevant Person or to the Person and to the address that the relevant Person may direct in Writing. If 2 or more Persons (the relevant Persons) are joint holders of the Share or are jointly entitled to it, the cheque must be sent by post to the registered address of whichever of those Persons whose name appears first in the Company’s Register of Shareholders or to the Person and to the address that the relevant Persons may direct in Writing.

29.6. The cheque must be made payable to the order of the relevant Person or relevant Persons or to the other Person that the relevant Person or relevant Persons may direct in Writing.

29.7. Payment of the cheque is a good discharge to the Company.

29.8. Any joint holder or other Person jointly entitled to a Share of the Company may give a receipt for any dividend or other amount payable in relation to the Share.

29.9. No dividend or other amount payable in relation a Share of the Company bears interest unless otherwise provided by the rights attached to the share.

29.10. If any dividend or other amount payable in relation to a Share of the Company has remained unclaimed for 12 years from the day it became due for payment, the Directors may resolve that the amount is forfeited. If the Directors resolve that any dividend or other amount is forfeited, the dividend ceases to be owing by the Company.

30. INSPECTION OF ACCOUNTING RECORDS

30.1. A Shareholder of the Company does not have a right to inspect any Accounting Records, other books or other Documents of the Company except so far as the right is provided to the Shareholder by the Companies Regulations or the inspection is authorised by the Directors.

30.2. The Company shall appoint auditors to examine the accounts and report on them in accordance with the Companies Regulations.

31. CAPITALISATION OF PROFITS

The Directors may, with the authority of a Resolution of the Company:

• (a) subject to this article, resolve to capitalise any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any amount standing to the credit of the Company’s share premium account or capital redemption reserve; and
• (b) appropriate the amount resolved to be capitalised to the Shareholders who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply the amount on their behalf in allotting any Shares or Debt Securities not issued as fully Paid-up Shares or Debt Securities of the Company of a nominal amount equal to that amount or in payment of any amount unpaid on a share or Debt Security, or (with the consent of the holder of the Shares or Debt Security concerned) partly paid Shares or Debt Securities; and
• (c) make by payment in cash or otherwise as the Directors decide for Shares or Debt Securities becoming distributable under this article in fractions; and
• (d) authorise any Person to enter into a binding agreement with the Company on behalf of all the Shareholders concerned providing for the Allotment to them respectively, credited as fully Paid- up, of any Shares or Debt Securities to which they are entitled on the capitalisation. For paragraph (b), the share premium account, the capital redemption reserve, and any profits that are not available for Distribution may, for the purposes of this article, only be applied in allotting Shares not issued to Shareholders as fully Paid-up.

32. NOTICES

32.1. Any notice under these Articles must be given in Writing.

32.2. The Company may give any notice to a Shareholder of the Company either:

• (a) personally; or
• (b) by sending it by post in a prepaid envelope addressed to the Shareholder at the Shareholder’s registered address or by leaving it at that address; or
• (c) in electronic form to an address nominated by the Shareholder and such a notice is deemed as being delivered at the time it was sent; or
• (d) by any other means agreed between the Shareholder and the Company.

32.3. For the joint holders of a Share, all notices must be given to the joint holder whose name appears first in the Register of Shareholders in relation to the joint holding and notice so given is sufficient notice to all the joint holders.

32.4. A Person present, either in person or by proxy, at any meeting is taken to have received notice of the meeting.

32.5. Every Person who becomes entitled to a Share of the Company is bound by any notice in relation to the Share.

32.6. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice is taken to be given at the end of 48 hours after the envelope containing it was posted.

32.7. Proof that an electronic transmission was sent is evidence that the notice was delivered at the time it was sent.

32.8 A notice may be given by the Company to the Persons entitled (or claiming to be entitled) to a Share as a result of the death or bankruptcy of a Shareholder by sending it by post to, or leaving it at, the address provided by them to the Company. Until an address has been provided to the Company, a notice may be given by the Company in relation to the Share in any way in which it might have been given if the death or bankruptcy had not happened.

33. AMENDMENT OF THESE ARTICLES

These Articles may be amended by Special Resolution.

1.1. Name

These Rules are the AIFC Special Purpose Company Rules 2017 (or SPCoR).

1.2. Commencement

These Rules commence on 1 January 2018.

1.3. Legislative authority

These Rules are adopted by the Board of Directors of the AFSA under section 181 (Power to adopt Rules etc.) of the AIFC Companies Regulations, including, for example, that section as it apples in relation to section 92 (Rules made in relation to these Regulations) of the AIFC Insolvency Regulations.

1.3. Legislative authority

These Rules are adopted by the Board of Directors of the AFSA under section 181 (Power to adopt Rules etc.) of the AIFC Companies Regulations, including, for example, that section as it apples in relation to section 92 (Rules made in relation to these Regulations) of the AIFC Insolvency Regulations.

1.4. Special Purpose Company prescribed type of Company for CompaniesRegulations

For Part 11 (Other types of Company) of the AIFC Companies Regulations, a Special Purpose Company is prescribed as a type of Company.

1.5. Application of these Rules

1.5.1. These Rules apply within the jurisdiction of the AIFC.

1.5.2. If a provision of these Rules is inconsistent with a provision of any Legislation Administered by the AFSA, the provision of the Legislation Administered by the AFSA prevails to the extent of the inconsistency. However, a provision must not be treated as inconsistent with another provision merely because the provisions deal with the same matter if each provision can be obeyed without contravening the other.

1.6. Definitions etc.

1.6.1. Schedule 1 contains definitions used in these Rules.

1.6.2. Terms used in these Rules (other than terms defined in Schedule 1) have the same meanings as they have, from time to time, in the AIFC Companies Regulations, or the relevant provisions of those Regulations, unless the contrary intention appears. Note: For definitions in the AIFC Companies Regulations applying to these Rules, see Schedule 1 of those Regulations. The definitions in that Schedule relevant to these Rules include the following:

• AFSA

• AIFC

• AIFC Regulations

• AIFC Rules

• Annual General Meeting

• Articles of Association

• Company

• Company Limited by Shares

• Contravene

• Director

• Exercise

• Function

• Incorporator

• Person

• Registrar of Companies (or Registrar)

• Security

• Share

• Shareholder

• Subsidiary

• Writing.

1.6.3. Subject to sub rule 1.6.2, terms used in these Rules (other than terms defined in Schedule 1 or the AIFC Companies Regulations) have the same meanings as they have, from time to time, in the AIFC Insolvency Regulations, or the relevant provisions of those Regulations, unless the contrary intention appears. Note: For definitions in the AIFC Insolvency Regulations applying to these Rules, see Schedule 3 of those Regulations. The following definition in that Schedule is relevant to these Rules:

• Resolution for Voluntary Winding Up.

1.7. Administration of these Rules

These Rules are administered by the Registrar of Companies.

2.1. Special Purpose Companies limited to Exempt Activities

2.1.1. The Articles of Association of a Special Purpose Company must provide that the purpose of the Company is limited to conducting Exempt Activities.

2.1.2. A Special Purpose Company must not conduct an activity that is not an ExemptActivity.

2.1.3. Contravention of subrule 2.1.2 is punishable by a fine of not more than US$ 5000.

2.2. Use of Special Purpose Companies etc.

2.2.1. A Special Purpose Company must not be:

• (a) the trustee of an Investment Trust; or
• (b) the general partner of an Investment Partnership; or
• (c) an Investment Company.

2.2.2. A Special Purpose Company must not conduct activities that are the conduct of Financial Services under the AIFC Financial Services Framework Regulations unless it is authorised by the AFSA to conduct the activities.

2.3. Revocation of incorporation as Special Purpose Company

2.3.1. The Registrar of Companies may revoke the status of a Special Purpose Company as a Special Purpose Company if:

1. (a) the company conducts an activity that is not an Exempt Activity; or
2. (b) a Person other than a Person mentioned in sub rule 4.1.2(a), (b) or (c) (Shareholders and Shares) becomes a Shareholder of the Company (except as is permitted under sub rule 4.1.3); or (c) the company asks the Registrar to revoke its status as a Special Purpose Company.

2.3.2. Before acting under sub rule 2.3.1(a) or (b), the Registrar of Companies must, by Written notice given to the Special Purpose Company, tell the company:

1. (a) that the Registrar is considering whether to revoke its status as a Special Purpose Company; and
2. (b) that the company may make representations, in the way stated in the notice, about the matter within the period specified in the notice.

2.3.3. The Registrar of Companies must consider any representations made by the Special Purpose Company in accordance with the notice (if any) given to the company under sub rule 2.3.2.

2.3.4. If the Registrar of Companies revokes the status of the Special Purpose Company as a Special Purpose Company, the company ceases to be incorporated as a Special Purpose Company and these Rules cease to apply to it as a Special Purpose Company, but it remains a Company Limited by Shares.

2.3.5. If the Registrar of Companies revokes the status of the Special Purpose Company as a Special Purpose Company, the Registrar must make appropriate changes to the registers kept by the Registrar under these Rules and the AIFC Companies Regulations.

3.1. Formation of special purpose companies

3.1.1. For section 13 (Formation of companies) of the AIFC Companies Regulations, a Person applying for the incorporation of a Special Purpose Company must be an Incorporator, a Company service provider or any law or accounting firm.

3.1.2. For section 13(4) of the AIFC Companies Regulations, an application for incorporation of a Special Purpose Company must also include confirmation from each Incorporator that the Special Purpose Company will only conduct ExemptActivities.

3.1.3. For section 13(4)(d) of the AIFC Companies Regulations, there is no minimum requirement for the initial share capital of a Special Purpose Company.

3.2. Articles of Association

3.2.1. The Registrar of Companies may, from time to time, adopt, and publish, Standard Articles of Association for Special Purpose Companies (model articles).

3.2.2. Unless the Standard Articles of Association for Special Purpose Company are adopted by a Special Purpose Company in their entirety, the proposed Articles of Association, signed by or on behalf of each incorporator, must be filed with the application.

3.2.3. However, the Incorporators may choose to modify the model articles. The Registrar of Companies may object to any modification of the model articles if the Registrar considers that the modification is inappropriate having regard to the nature of a Special Purpose Company and the activities that it is permitted to conduct.

3.2.4. If an amendment of the Articles of Association of a Special Purpose Company is submitted to the Registrar of Companies under section 19(2) of the AIFC Companies Regulations, the Registrar may object to the amendment if the Registrar considers that the amendment is inappropriate having regard to the nature of a Special Purpose Company and the activities that it is permitted to conduct.

3.3. Incorporation of Special Purpose Companies

3.3.1. Notwithstanding section 15(1) (Decision on incorporation application etc.) of the AIFC Companies Regulations, if an application is made under the AIFC Companies Regulations for the incorporation of a Special Purpose Company, the Registrar of Companies must incorporate it as a Special Purpose Company if satisfied that it is eligible to be incorporated as a Special Purpose Company.

3.3.2. The certificate of incorporation issued under section 16(1)(a) (Effect of incorporation) of the AIFC Companies Regulations for a Special Purpose Company must state that the company is incorporated as a Special Purpose Company.

3.3.3. On the incorporation of a Special Purpose Company, the Registrar of Companies must, in addition to entering the name of the company in the Register of Companies under section 16(1)(c) of the AIFC Companies Regulations, enter the name of the company in the Special Purpose Companies Register.

3.3.4. For section 204(1) (Public registers) of the AIFC Companies Regulations, the Registrar of Companies must keep and publish a separate register of current and past registrations of Special Purpose Companies (the Special Purpose Companies Register).

3.4. Conduct of business by Special Purpose Company

3.4.1. A Special Purpose Company must receive its corporate administration services from a Company service provider. A Special Purpose Company may receive administration services for its assets from a third party asset administration or management provider.

3.4.2. [intentionally omitted].

3.4.3. Section 24(3) (Registered office and conduct of business) of the AIFC Companies Regulations does not apply to a Special Purpose Company.

4.1. Shareholders and Shares

4.1.1. A Special Purpose Company must have at least 1 Shareholder.

4.1.2. Subject to subrule 4.1.3, a Person must not be a Shareholder of a Special Purpose Company unless:

1. (a) the Person is the Initiator or another participant in the Transaction; or
2. (b) the Person is another Special Purpose Company; or
3. (c) the Person is a Nominee holding Shares in the Special Purpose Company on trust for discretionary purposes, and the beneficiaries are wholly or mainly Persons mentioned in paragraph (a).

4.1.3. Any Company service provider or law or accounting firm that is applying for the incorporation of the Special Purpose Company in accordance with subrule 3.1.1 may also be the Shareholder of such Special Purpose Company, provided that such Special Purpose Company is not permitted to conduct any business before all of the issued Shares of such Special Purpose Company have been transferred to one or more Persons that are permitted to be Shareholders of a Special Purpose Company in accordance with subrule 4.1.2.

4.1.4. Part 6 (Class rights) of the AIFC Companies Regulations does not apply to a Special Purpose Company.

5.1. Meetings

Chapter 10 (Meetings) of Part 7 (Private Companies and Public Companies) of the AIFC Companies Regulations does not apply to a Special Purpose Company.

6.1. Directors of Special Purpose Company

A Special Purpose Company must have at least 1 Director. A Director of a Special Purpose Company may be an individual or a Body Corporate. A Director of a Special Purpose Company who is an individual is not required to reside in Kazakhstan.

6.2 [deleted]

[deleted]

7.1. Accounts and audit

Part 10 (Accounts, reports and audit) of the AIFC Companies Regulations does not apply to a Special Purpose Company to the extent that it requires the accounts of the Special Purpose Company to be audited, unless:

1. (a) the Special Purpose Company has obtained a listing on any stock exchange of Securities issued by it; or
2. (b) the Special Purpose Company is a subsidiary of a Public Company, which publishes consolidated accounts and those accounts do not include the accounts of the Special Purpose Company.

8.1. Annual returns

Section 26 (Annual returns) of the AIFC Companies Regulations does not apply to a Special Purpose Company.

8.2. Annual confirmation of accuracy of information in the register

Section 26-1 (Annual confirmation of accuracy of information in the register) of the AIFC Companies Regulations does not apply to a Special Purpose Company.

9.1. Reporting

9.1.1 January each year after the year of its registration, a Special Purpose Company must give the Registrar of Companies a Written confirmation that since its registration or last confirmation under this paragraph, as the case may be, there has been no amendment of its Articles of Association that was required to be submitted to the Registrar that has not been submitted to the Registrar.

9.1.2 If any of the following changes happen in relation to a Special Purpose Company, the Special Purpose Company must file notice of the change with the Registrar of Companies, in the form required by the Registrar, within 30 days after the day the change happens:

• (a) any change relating to its registered office or contact details (including, for example, a change in the address of its registered office, a change in a telephone or fax number or a change of email address);
• (b) any change to its Shareholders;
• (c) any change to its name;
• (d) any change in its principal business activities.

9.1.3 To remove any doubt, these Rules do not exempt a Special Purpose Company from the reporting requirements of any listing authority or rating agency involved in the Transaction.

10.1. Application of AIFC Insolvency Regulations to Special Purpose Companies

10.1.1 Notwithstanding anything in the AIFC Insolvency Regulations, a Resolution for Voluntary Winding Up of a Special Purpose Company may only be passed if there are no outstanding liabilities of the Special Purpose Company.

10.1.2 For the application of the AIFC Insolvency Regulations to Special Purpose Company, the company is taken not to have preferential creditors.

10.1.3 For section 67 (Power to disclaim onerous property) of the AIFC Insolvency Regulations, onerous property does not include contracts and other property arising from the Exempt Activities of a Special Purpose Company.

10.1.4 Sections 9 (Moratorium), 97 (Preferences) and 99 (Invalid security interests) of the AIFC Insolvency Regulations do not apply to a Special Purpose Company.

11.1. Disapplication of other provisions of Companies Regulations and Companies Rules

11.1.1 The following provisions of the AIFC Companies Regulations do not apply to a Special Purpose Company:

1. (a) Part 12 (Recognised Companies);
2. (b) the provisions of Part 13 (Transfer of incorporation) about the transfer of incorporation to the AIFC (sections 151 to 155).

11.1.2 Provisions of the AIFC Companies Regulations relating to Recognised Companies, transfer of incorporation to the AIFC, Protected Cell Companies, and Investment Companies of the AIFC Companies Rules, do not apply to a Special Purpose Company.

1. Meaning of Legislation Administered by the AFSA

Each of the following is Legislation Administered by the AFSA:

• (a) the AIFC Financial Services Framework Regulations and the rules adopted under those Regulations;
• (b) any other AIFC Regulations or AIFC Rules if the Regulations or Rules declare that they are administered by the AFSA;
• (c) a provision of any other AIFC Regulations or AIFC Rules if the provision gives a Function to the AFSA or relates to the Exercise of a Function given to the AFSA by another provision of the AIFC Regulations or AIFC Rules.

2. Definitions for these Rules

In these Rules:

Company service provider means a Person authorised (however described) to conduct corporate services business in the AIFC or another jurisdiction approved by the AFSA or the Registrar of Companies.

Exempt Activity, in relation to a Special Purpose Company, means any of the following activities, whether undertaken in an Islamic or conventional way:

• (a) the acquisition (by way of leasing, title transfer, risk transfer or otherwise), the holding and the disposal of any asset (tangible or intangible, including, for example, receivables and Shares) in connection with and for the purpose of a Transaction;
• (b) the obtaining of any type of financing (banking or capital markets), the granting of any type of security interest over its assets, the providing of any indemnity or similar support for the benefit of its Shareholders or any of its Subsidiaries, or the entering into any type of hedging arrangements, in connection with and for the purpose of a Transaction;
• (c) the financing of the Initiator or another Special Purpose Company;
• (d) the acting as trustee or agent for any participant in the Transaction;
• (e) any other activity approved in Writing by the Registrar;
• (f) any activity ancillary to an activity mentioned in paragraphs (a) to (e).

Initiator, in relation to a Special Purpose Company, means the Person for whose Transaction the company has been established.

Investment Company means a Company that is an Investment Company under the AIFC Companies Rules.

Investment Partnership means a limited partnership under the AIFC Limited Partnership Regulations formed for the sole purpose of collective investment.

Investment Trust means a trust created under the Legislation Administered by the AFSA for the purpose of collective investment.

Legislation Administered by the AFSA has the meaning given by section 1 of this Schedule.

Nominee means a Person authorised (however described) to conduct trust or fiduciary business in the AIFC or another jurisdiction approved by the AFSA or the Registrar of Companies.

Special Purpose Company means a Company Limited by Shares that is incorporated as Special Purpose Company (with or without other relevant Persons).

Transaction, in relation to a Special Purpose Company, means the Islamic or conventional structured finance transaction for the benefit of the Initiator in connection with which the company has been established, and includes, for example, any type of securitisations or other capital markets transaction.

1.1 Name

These Rules are the AIFC General Partnership Rules 2017 (or GPR).

1.2. Commencement

These Rules commence on 1 January 2018.

1.3. Legislative authority

These Rules are adopted by the Board of Directors of the AFSA under section 181 (Power to adopt Rules etc.) of the AIFC Companies Regulations.

1.4. Application of these Rules

These Rules apply within the jurisdiction of the AIFC.

1.5. Definitions etc.

1.5.1. Schedule 2 contains definitions used in these Rules.

1.5.2. Terms used in these Rules (other than terms defined in Schedule 2) have the same meanings as they have, from time to time, in the AIFC General Partnership Regulations, or the relevant provisions of those Regulations, unless the contrary intention appears. Note: For definitions in the AIFC General Partnership Regulations applying to these Rules, see Schedule 1 of those Regulations. The definitions in that Schedule relevant to these Rules include the following:

• Accounting Records

• AFSA

• AIFCA

• AIFC Regulations

• AIFC Rules

• Contravention

• Document

• Exercise

• Function

• General Partnership

• Person

• Recognised Partnership

• Registered Details

• Registrar of Companies

• Writing.

1.6. Administration of these Rules

These Rules are administered by the Registrar of Companies.

2.1. General Partnership names

2.1.1. A Person may apply to the Registrar of Companies for the reservation of a name for a General Partnership (or proposed General Partnership).

2.1.2. If the name is acceptable to the Registrar of Companies, the Registrar must reserve the name for 30 days.

2.1.3. The following provisions apply to the name of a General Partnership or the reservation of a name for a General Partnership (or a proposed General Partnership):

• (a) the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;
• (b) the name must comply with section 12(2)(a) (Registration as General Partnership) of the AIFC General Partnership Regulations;
• (c) the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another partnership);
• (d) the name must not contain words that may suggest a relationship with the AIFCA, AFSA orany other governmental authority in the AIFC, Nur-Sultan or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;
• (e) the name must not contain any of the following words unless the AFSA has consented in Writing to their use:

(i) the word ‘bank’, ‘insurance’ or ‘trust’;

(ii) words that suggest that the partnership is engaged in banking, insurance or trust activities;

(iii) words that suggest in some other way that it is authorised to conduct Financial Services in the AIFC;

• (f) the name must not contain words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation consents in Writing;
• (g) the name must not be, in the opinion of the Registrar, otherwise undesirable.

2.1.4. If a General Partnership uses a trading name that is different from its registered General Partnership name, the General Partnership must ensure the trading name complies with subrule 2.1.3(a), (c),

• (d), (e), (f) and (g). In applying subrule 2.1.3(c) to the General Partnership, a reference to a name includes a reference to a trading name.

2.1.5. An application for the reservation of a name for a General Partnership (or proposed General Partnership) must be accompanied by the prescribed fee set out in the Rules from time to time.

2.2. Certificates of registration of General Partnerships

On the registration of a General Partnership, the Registrar of Companies must issue a certificate of registration. The certificate of registration must include the following:

• (a) the name of the General Partnership;
• (b) the partnership’s identification number;
• (c) a statement that the partnership is registered as a General Partnership;
• (d) the partnership’s date of registration.

2.3. Certificates of name change of General Partnerships

On the change of name of a General Partnership, the Registrar of Companies must issue a certificate of name change. The certificate of name change must show the General Partnership’s new name and previous name.

2.4. Register of partners of General Partnership

2.4.1. The partners of a General Partnership must keep, at the registered office of the partnership in the AIFC, unless the Register is kept by the Registrar under subrule (2.4.2.), a register showing the following particulars for each Person who is or has been a partner, and kept in alphabetical order of their names:

• (a) the partner’s full name;
• (b) if the partner has a former name (including, for an individual, any former given or family)— the former name or, if the partner has 2 or more former names, each former name;
• (c) the partner’s date and place of birth, incorporation, formation or registration, as the case may be;
• (d) the partner’s address or, if the partner has 2 or more addresses, each address;
• (e) if the partner has had a former address within the last 5 years—the address or, if the partner has had 2 or more former addresses within that period, each former address;
• (f) the date the partner was registered as a partner;
• (g) if relevant, the date the partner ceased to be registered as a partner.

2.4.2. A General Partnership may make an election to keep information in the Register kept by the Registrar.

2.4.3. An election may be made under this rule by:

• (a) the applicant wishing to incorporate a General Partnership under the Regulations; or
• (b) the General Partnership itself once it is incorporated.

2.4.4. In subrule 2.4.3(b), the election is of no effect, without prior agreement of all the Partners of the General Partnership to the making of the election.

2.4.5. An election under this rule is made by giving notice of election to the Registrar.

2.4.6. If the notice is given by Persons wishing to register a General Partnership:

• (a) it must be given together with the application for registration under section 12 (AIFC General Partnership Regulations); and
• (b) it must be accompanied by a statement containing all the information under subrule 2.4.1.

2.4.7. If the notice is given by the General Partnership, it must be accompanied by:

• (a) a statement by the General Partnership that all the Partners of the General Partnership have assented to the making of the election; and
• (b) a statement containing all the information that is required under subrule 2.4.1 to be contained in the General Partnership's Register of Partners as at the date of the notice in respect of matters that are current as at that date.

2.4.8. An election made under subrule 2.4.2 takes effect when the notice of election is registered by the Registrar.

2.4.9. The election remains in force until either:

• (a) the General Partnership ceases to be a General Partnership; or
• (b) a notice of withdrawal sent by the General Partnership under subrule 2.4.13 is registered

by the Registrar, whichever occurs first.

2.4.10. While an election under subrule 2.4.2 is in force, a General Partnership must continue to keep a Register of Partners in accordance with subrule 2.4.1 containing all the information that was required Partnership does not have to update that Register to reflect any changes that occur after that time.

2.4.11. The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.

2.4.12. During the period when an election under subrule 2.4.2 is in force, a General Partnership must deliver to the Registrar any information under subrule 2.4.1 which the General Partnership would, in the absence of any such election, have been obliged under these Rules to enter in its Register of Partners and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.

2.4.13. A General Partnership may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subrule 2.4.2, where:

• (a) the withdrawal takes effect when the notice is registered by the Registrar;
• (b) the effect of withdrawal is that the General Partnership's obligation under subrule 2.4.1 to maintain a Register of Partners applies from then on with respect to the period going forward;
• (c) the General Partnership must place a note in its Register of Partners —

(i) stating that the election under subrule (2.4.2.) has been withdrawn;

(ii) recording when that withdrawal took effect; and

(iii) indicating that information about its Partners relating to the period when the election was in force that is no longer current is available for public inspection in the Register kept by the Registrar.

2.4.14. All notices and information to be delivered to the Registrar under this rule must be made in Writing.

2.5. Accounting Records of General Partnership

2.5.1. For the purposes of section 19(2)(a) of the AIFC General Partnership Regulations, the Accounting Records of a General Partnership must be kept at the registered office of the partnership or at another place decided by the partners in accordance with subrule 2.5.2.

2.5.2. A decision of the partners to keep the Accounting Records at a place other than the registered office of the General Partnership may only be made by the partners at a meeting of the partners and kept as the Accounting Record.

2.6. Rights of third parties: notice of change of partners or dissolution

For section 49(2) of the AIFC General Partnership Regulations, notice of a change in the constitution, or the dissolution, of a General Partnership:

1. (a) must be legible and clearly state the necessary details of the change of partner or dissolution of the partnership; and
2. (b) must be published in 1 or more newspapers, partnership website or other publications best suited to bring the change or dissolution to the attention of Persons who may be affected by the change or dissolution.

3.1. Application for registration of Recognised Partnership

3.1.1. In addition to the matters required by section 13(2) of the AIFC General Partnership Regulations, the application must set out:

1. (a) the name and address of its proposed place of business in the AIFC; and
2. (b) the full name and address, the date and place of birth, and all former given or family names, of each partner who is an individual and is to be engaged in the business, purpose or activity proposed to be conducted by the partnership in or from the AIFC; and
3. (c) the full name and address of the registered or principal office of each partner that is a body corporate and is to be engaged in the business, purpose or activity proposed to be conducted by the partnership in or from the AIFC; and
4. (d) the address of its registered office in its place of origin or, if it is not required to have a registered office under the laws of its place of origin, the address of its place of business in its place of origin.

3.1.2. An application for the registration of a general partnership formed in a jurisdiction outside the AIFC as Recognised Partnership must be accompanied by a copy of the partnership’s current certificate of registration in that jurisdiction, or a Document of similar effect, certified by a relevant authority of that jurisdiction. The Document accompanying the application must be acceptable to the Registrar of Companies.

3.1.3. If the Document is not in the English language, the Document must be accompanied by a translation certified to the satisfaction of the Registrar of Companies.

3.2. Decision on registration of Recognised Partnership

3.2.1. Without limiting section 13(4) of the AIFC General Partnership Regulations, the Registrar of Companies may refuse to register a general partnership as a Recognised Partnership if the business, purpose or activity proposed to be conducted by the partnership is limited to 1 or more of the following:

1. (a) being a party to a proceeding, claim or dispute;
2. (b) holding meetings of its partners;
3. (c) creating a charge on property;
4. (d) collecting its debts or enforcing its rights in relation to any security;
5. (e) conducting an isolated transaction;
6. (f) being a customer of an Authorised Firm or an Ancillary Service Provider.

3.2.2. To remove any doubt, subsection (1) does not apply in relation to the general partnership if the business, purpose or activity proposed to be conducted by the partnership is or includes any 1 or more of the following:

1. (a) establishing or maintaining a place of business;
2. (b) administering, leasing to others, or managing, property located in the AIFC, as principal or agent;
3. (c) operating as a reporting entity under the AIFC Financial Services Framework Regulations;
4. (d) employing Persons

3.3. Certificate of registration of Recognised Partnership

On the registration of a Recognised Partnership, the Registrar of Companies must issue a certificate of registration. The certificate of registration must include the following:

• (a) the name of the Recognised Partnership;
• (b) the partnership’s identification number;
• (c) a statement that the partnership is registered as a Recognised Partnership;
• (d) the partnership’s date of registration.

3.4. Certificate of name change of Recognised Partnership

On the change of name of a Recognised Partnership, the Registrar of Companies must issue a certificate of name change. The certificate must show the Recognised Partnership’s new name and previous name.

3.5. Register of partners of Recognised Partnership

The partners of a Recognised Partnership must keep, at its place of business in the AIFC, a register showing the particulars mentioned in subrule 2.4.1 for each Person who is or has been a partner.

4.1. Address of registered office etc.

4.1.1. This rule applies to the following addresses, as set out in an application for registration or notification of a change in Registered Details:

• (a) the address of the registered office of a General Partnership;
• (b) the address for service of a Recognised Partnership in the AIFC;
• (c) the address of a Person authorised to accept service of any Document on behalf of a Recognised Partnership.

4.1.2. The address must include the following details, so far as they are applicable:

• (a) the name (or number) of the building;
• (b) the floor or level of that building.

4.1.3. The address must consist of a location address and, if different, a postal address.

4.2. Public registers of partnerships

4.2.1. The Registrar of Companies must, in the relevant register kept by the Registrar under section 59 (Public registers of partnerships) of the AIFC General Partnership Regulations, record the following details, so far as relevant, in relation to each General Partnership or Recognised Partnership that is, or has been, registered in the AIFC:

• (a) the partnership’s current registered name or, if the partnership is no longer registered, its last registered name;
• (b) the partnership’s identification number;
• (c) the partnership’s date of registration and, if the partnership is no longer registered, the date it ceased to be registered;
• (d) the partnership’s former registered names;
• (e) the date of registration of every change of name;
• (f) the partnership’s current registered office or, if the partnership is no longer registered, its last registered office;
• (g) the partnership’s former registered offices;
• (h) the date of registration of every change of registered office;
• (i) the current partners or, if the partnership is no longer registered, the last partners;
• (k) the dates of registration of the current or last partners;
• (l) the former partners;
• (m) the dates of registration and cessation of the former partners;
• (n) for a Recognised Partnership—the jurisdiction in which the partnership was formed;
• (o) for a Recognised Partnership—the address for service of a Recognised Partnership in the AIFC;
• (p) the partnership’s financial year end.

4.2.2. The Registrar of Companies must, in the register of General Partnerships kept by the Registrar under section 59 (Public registers of partnerships) of the AIFC General Partnership Regulations, record the following details, so far as relevant, in relation to each partner or former partner of each General Partnership that is, or has been, registered in the AIFC:

• (a) the partner’s full name;
• (b) if the partner has a former name (including, for an individual, any former given or family)— the former name or, if the partner has 2 or more former names, each former name;
• (c) the partner’s date and place of birth, incorporation, formation or registration, as the case may be;
• (d) the partner’s address or, if the partner has 2 or more addresses, each address;
• (e) if the partner has had a former address within the last 5 years—the address or, if the partner has had 2 or more former addresses within that period, each former address.

4.3. Evidence of matters

4.3.1. A certificate that appears to be signed by or on behalf of the Registrar of Companies, and states any matter that appears in a register kept by the Registrar under section 59 of the AIFC General Partnership Regulations, is evidence of the matter.

4.3.2. The Court must accept a certificate under subrule 4.3.1 as proof of the matters stated in it if there is no evidence to the contrary.

4.3.3. A Document that appears to be a copy of the certificate of registration of a General Partnership or Recognised Partnership, and to be certified by the Registrar of Companies, is evidence of the matters stated in it.

4.3.4. The Court must accept a Document mentioned in subrule 4.3.3 as evidence of the matters stated in it unless the contrary is established.

4.3-1. Retention

All Documents filed with the Registrar must be retained by the Registrar for a minimum of six years from the date of filing, irrespective of the status of the General Partnership to which such Documents relate.

4.4. Fine limits

The maximum fine that may be imposed on a Person by the Registrar of Companies for a Contravention of a provision of the AIFC General Partnership Regulations mentioned in column 2 of an item of Schedule 1 (Fine limits) is the amount specified in column 4 of the item.

1. Meaning of Legislation Administered by the AFSA

Each of the following is Legislation Administered by the AFSA:

• (a) the AIFC Financial Services Framework Regulations and the rules adopted under those Regulations;
• (b) any other AIFC Regulations or AIFC Rules if the Regulations or Rules declare that they are administered by the AFSA;
• (c) a provision of any other AIFC Regulations or AIFC Rules if the provision gives a Function to the AFSA or relates to the Exercise of a Function given to the AFSA by another provision of the AIFC Regulations or AIFC Rules.

2. Definitions for these Rules

In these Rules:

Ancillary Service Provider means an Ancillary Service Provider under Legislation Administered by the AFSA.

Authorised Firm means an Authorised Firm under the AIFC Financial Services Framework Regulations.

Financial Services has the meaning given under the AIFC Financial Services Framework Regulations.

Legislation Administered by the AFSA has the meaning given by rule 1 of this Schedule.

1.1. Name

These Rules are the AIFC Limited Partnership Rules 2017 (or LPR).

1.2. Commencement

These Rules commence on 1 January 2018.

1.3. Legislative authority

These Rules are adopted by the Board of Directors of the AFSA under section 181 (Power to adopt Rules etc.) of the AIFC Companies Regulations.

1.4. Application of these Rules

These Rules apply within the jurisdiction of the AIFC.

1.5. Definitions etc.

1.5.1. Schedule 2 (Interpretation) contains definitions used in these Rules.

1.5.2. Terms used in these Rules (other than terms defined in Schedule 2) have the same meanings as they have, from time to time, in the AIFC Limited Partnership Regulations, or the relevant provisions of those Regulations, unless the contrary intention appears. Note: For definitions in the AIFC Limited Partnership Regulations applying to these Rules, see Schedule 1 of those Regulations. The definitions in that Schedule relevant to these Rules include the following:

• Accounting Records

• AFSA

• AIFC

• AIFCA

• Contravention

• Document

• Foreign Limited Partnership

• General Partner, of a Limited Partnership

• Liability

• Limited Partner, of a Limited Partnership

• Limited Partnership

• Partner, of a Limited Partnership

• Person

• Recognised Limited Partnership

• Registrar of Companies (or Registrar)

• Writing.

1.6. Administration of these Rules

These Rules are administered by the Registrar of companies.

2.1. Application for registration of limited partnership

2.1.1. In addition to the matters required by section 12(3) (Limited Partnerships: registration) of the AIFC Limited Partnership Regulations, an application for the registration of a limited partnership formed in the AIFC must set out the following:

• (a) for each of the partners who is an individual—the full name and address, the date and place of birth, and all former given or family names, of the partner;
• (b) for each of the partners that is a body corporate—the full corporate name, the place of incorporation, and the address of the registered or principal office, of partner;
• (c) the date of formation of the partnership and, if the partnership was entered into for a defined time or for a fixed venture or undertaking, details of that defined time, venture or undertaking;
• (d) the amount and type of contribution by each partner.

2.1.2. If a partner of the limited partnership is a body corporate that is incorporated in a jurisdiction outside the AIFC and is not registered in the AIFC, the application must be accompanied by a copy of the partner’s current certificate of incorporation or registration in that jurisdiction, or a Document of similar effect, certified by the relevant authority in the jurisdiction. The Document must be acceptable to the Registrar of Companies.

2.1.3. If the Document is not in the English language, the Document must be accompanied by an English translation certified to the satisfaction of the Registrar of Companies.

2.2. Limited Partnership names

2.2.1. A Person may apply to the Registrar of Companies for the reservation of a name for a Limited Partnership (or proposed Limited Partnership).

2.2.2. If the name is acceptable to the Registrar of Companies, the Registrar must reserve the name for 30 days.

2.2.3. The following provisions apply to the name of a Limited Partnership or the reservation of a name for a Limited Partnership (or a proposed Limited Partnership):

• (a) the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;
• (b) the name must end with the words ‘Limited Partnership’;
• (c) the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another partnership);
• (d) the name must not contain words that may suggest a relationship with the AIFCA, the AFSA or any other governmental authority in the AIFC, Nur-Sultan or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;
• (e) the name must not contain any of the following words unless the AFSA has consented in Writing to their use:

(i) the word ‘bank’, ‘insurance’ or ‘trust’;

(ii) words that suggest that the partnership is engaged in banking, insurance or trust activities;

(iii) words that suggest in some other way that it is authorised to conduct Financial Services in or from the AIFC;

• (f) the name must not contain words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation consents in Writing;
• (g) the name must not be, in the opinion of the Registrar, otherwise undesirable.

2.2.4. An application for the reservation of a name for Limited Partnership (or proposed Limited Partnership) must be accompanied by the prescribed fee set out in the Rules from time to time.

2.3. Certificates of registration of Limited Partnerships

In addition to the matters required by section 12(8)(a) (Limited Partnerships: registration) of the AIFC Limited Partnership Regulations, the certificate of registration of a Limited Partnership must include:

• (a) the name of the partnership; and
• (b) the partnership’s identification number; and
• (c) the date of registration.

2.4. Certificates of name change of Limited Partnerships

On the registration of a change of name of a Limited Partnership, the Registrar of Companies must issue a certificate of name change. The certificate of name change must show the Limited Partnership’s new name and previous name.

2.5. Accounting Records of Limited Partnerships

2.5.1. For section 19(2)(a) (Limited Partnerships: Accounting Records) of the AIFC Limited Partnership Regulations, the Accounting Records of a Limited Partnership must be kept at the registered office of the partnership or at another place decided by the General Partners in accordance with subrule 2.5.2.

2.5.2. A decision of the General Partners to keep the Accounting Records at a place other than the registered office of the Limited Partnership may only be made by the General Partners at a meeting of the General Partners, and a minute of the decision must be signed by all the General Partners present at the meeting and kept as part of the Accounting Records.

2.6. Limited Partnerships: notice of General Partner becoming Limited Partner

2.6.1. For section 13(2) (Limited Partnerships: notice of General Partner becoming Limited Partner) of the AIFC Limited Partnership Regulations, notice of an arrangement or transaction under which a General Partner of a Limited Partnership is to cease to be a General Partner and is to become a Limited Partner of the partnership:

1. (a) must be legible and clearly state the necessary details of the arrangement or transaction, including the effect of it on the partner; and
2. (b) must be published in 1 or more newspapers or other publications best suited to bring the arrangement or transaction to the attention of Persons who may be affected by it.

2.6.2. This rule does not apply in relation to a General Partner of a Limited Partnership that is a Fund registered by the AFSA.

2.7. Limited Partnerships: notification of change in registered details

For the definition of registered details in section 14(4) (Limited Partnerships: notification of change in registered details) of the AIFC Limited Partnership Regulations and in relation to a LimitedPartnership, the information about the partnership that is required to be included in the register kept under section 59(1) (Public registers of limited partnerships) of those Regulations is prescribed.

3.1. Application for registration as Recognised Limited Partnership

3.1.1. The general partners of a limited partnership formed outside the AIFC may apply for the registration of the partnership as a Recognised Limited Partnership, and for the registration of each of the partners, by signing, and filing with the Registrar of Companies, an application for registration.

3.1.2. The application must set out:

• (a) the name of the limited partnership; and
• (b) the address of its proposed principal place of business in the AIFC; and
• (c) the full name and address of each Person who is authorised to accept service of any notice or other Document on behalf of the partnership in the AIFC; and
• (d) the nature of the business, purpose or activity to be conducted by the partnership in or from the AIFC; and
• (e) for each of the partners who is an individual—the full name and address, the date and place of birth, and all former given or family names, of the partner; and
• (f) for each of the partners that is a body corporate—the full corporate name, the place of incorporation, and the address of the registered or principal office, of the partner; and
• (g) the partnership’s registered office in its place of origin or, if there is no registered office required under the laws of the place of origin, its principal place of business in its place of origin; and
• (h) amount and type of contribution of each partner.

3.1.3. The application must be accompanied by a copy of the limited partnership’s current certificate of registration in its place of origin, or a Document of similar effect, certified by the relevant authority in that jurisdiction. The Document must be acceptable to the Registrar of Companies.

3.1.4. If the Document is not in the English language, the Document must be accompanied by a translation certified to the satisfaction of the Registrar of Companies.

3.1.5. The Registrar of Companies may require the general partners to provide any additional information reasonably required by the Registrar to decide the application.

3.1.6. The Registrar of Companies may refuse to register the limited partnership, or any partner of the limited partnership, for any reason the Registrar considers to be a proper reason for refusing the registration.

3.2. Certificates of registration of Recognised Limited Partnerships

On registration of a Recognised Limited Partnership, the Registrar of Companies must issue a certificate of registration confirming that the partnership is registered and stating that the partnership is registered as a ‘Recognised Limited Partnership’. The certificate must include:

• (a) the name of the partnership; and the partnership’s identification number; and
• (b) the date of registration.

3.3. Certificates of name change of Recognised Limited Partnerships

On the registration of a change of name of a Recognised Limited Partnership, the Registrar of Companies must issue a certificate of name change. The certificate of name change must show the Recognised Limited Partnership’s new name and previous name.

3.4. Recognised Limited Partnerships: notification of change in registered details

For the definition of registered details in section 47(3) (Recognised Limited Partnerships: notification of change in registered details) of the AIFC Limited Partnership Regulations and in relation to a Recognised Limited Partnership, the information about the partnership that is required to be included in the register kept under section 59(2) (Public registers of limited partnerships) of those Regulations is prescribed.

4.1. Transfer of Foreign Limited Partnerships to AIFC

4.1.1. An application by a Foreign Limited Partnership for the continuation of the partnership as a Limited Partnership must include the following:

• (a) the partnership’s name;
• (b) the address of the partnership’s proposed registered office in the AIFC;
• (c) the nature of the business, purpose or activity to be conducted by the partnership in or from the AIFC;
• (d) for each of the partners who is an individual—the full name and address, the date and place of birth, and all former given or family names, of the partner;
• (e) for each of the partners that is a body corporate—the full corporate name, the place of incorporation, and the address of the registered or principal office, of the partner.

4.1.2. In addition to the Documents required by section 50 (Application for transfer of Foreign Limited Partnership to AIFC) of the AIFC Limited Partnership Regulations, the application must be accompanied by the following:

• (a) evidence satisfactory to Registrar of Companies that the partnership agreement accompanying the application is a true copy of the Foreign Limited Partnership’s current partnership agreement;
• (b) a copy of the partnership’s current certificate of registration in the jurisdiction in which it was formed (the relevant jurisdiction), or a Document of similar effect, certified by the relevant authority in the relevant jurisdiction or another Document satisfactory to the Registrar;
• (c) evidence satisfactory to the Registrar that the partnership is authorised by the laws of the relevant jurisdiction to be continued under the laws of another jurisdiction and that it has complied with all the relevant requirements under the laws of the relevant jurisdiction;
• (d) evidence satisfactory to the Registrar that all necessary consents in the relevant jurisdiction have been obtained and certified by the relevant authorities of that jurisdiction;
• (e) a copy of the partnership’s most recent accounts;
• (f) a declaration by the general partners of the partnership under subrule 4.1.6. 4.1.3. Each Document accompanying the application must be acceptable to the Registrar of Companies.

4.1.4. If any of the Documents are not in the English language, the Documents must be accompanied by an English translation certified to the satisfaction of the Registrar of Companies.

4.1.5. The Registrar of Companies may require the Foreign Limited Partnership to provide any information or any other Document that the Registrar considers relevant to making a decision on the application.

4.1.6. For subrule 4.1.2(f), the general partners of the Foreign Limited Partnership must state that:

• (a) the partnership is able to pay its debts as they fall due; and
• (b) there is no reasonable prospect of the partnership being unable to pay its debts as they fall due; and
• (c) the value of the partnership’s current assets exceeds the amount of its current Liabilities, taking into account its contingent and prospective Liabilities; and
• (d) there are no applications made to any court:

(i) to put the partnership into liquidation; or to wind up the partnership; or

(ii) to have the partnership declared insolvent or otherwise unable to pay its debts as they fall due; or

(iii) for the appointment of a receiver or administrative receiver (however described) in relation to any property of the partnership.

4.1.7. If the Foreign Limited Partnership is an Authorised Firm, Authorised Market Institution or Ancillary Service Provider, the Registrar of Companies must not approve the application unless the AFSA has given its Written consent to the approval.

4.1.8. If the Registrar of Companies approves the application and issues a certificate of continuation to the Foreign Limited Partnership, the partnership must file with the Registrar any certificate or other Document issued under the laws of the relevant jurisdiction evidencing the fact the partnership has ceased to be registered under those laws.

4.2. Certificate of continuation

The certificate of continuation issued by the Registrar of Companies under section 51(1)(a) (Issue of certificate of continuation etc.) of the AIFC Limited Partnership Regulations for a Foreign Limited Partnership must include:

• (a) the name of the partnership; and
• (b) the partnership’s identification number; and
• (c) a statement that the partnership is continued as a Limited Partnership; and
• (d) the date of continuation.

4.3. Transfer of Limited Partnerships from AIFC

4.3.1. An application by a Limited Partnership to the Registrar of Companies for authorisation, under section 55(2)(c) (Transfer of Limited Partnership from AIFC to another jurisdiction) of the AIFC Limited Partnership Regulations, to apply to transfer the partnership to another jurisdiction (the other jurisdiction), and be continued as a Foreign Limited Partnership, must be accompanied by the following:

1. (a) if the partnership agreement authorises the partnership to make the application—evidence satisfactory to the Registrar that the partnership is authorised to make the application by its partnership agreement;
2. (b) if the partnership agreement is silent on whether the partnership is authorised to make the application—evidence satisfactory to the Registrar that all the General Partners and Limited Partners have authorised the partnership to make to application;
3. (c) evidence satisfactory to the Registrar that:
4. (i) the partnership is able to transfer and be continued under the laws of the other jurisdiction; and

(ii) the laws of the other jurisdiction satisfy the requirements mentioned in section 55(3) of the AIFC Limited Partnership Regulations;

1. (d) if the partnership is an Authorised Firm, Authorised Market Institution or Ancillary Service Provider—the AFSA’s Written consent to the application;
2. (e) a declaration by the General Partners under subrule 4.3.3.

4.3.2. The Registrar of Companies may require the Limited Partnership to provide any information or any other Document that the Registrar considers relevant to making a decision on the application.

4.3.3. For rule 4.3.1(e), the declaration by the General Partners of the Limited Partnership must state that:

1. (a) the partnership is able to pay its debts as they fall due; and
2. (b) there is no reasonable prospect of the partnership being unable to pay its debts as they fall due; and
3. (c) the value of the partnership’s current assets exceeds the amount of its current Liabilities, taking into account its contingent and prospective Liabilities; and
4. (d) there are no applications made to any court:
5. (i) to put the partnership into liquidation; or

(ii) to wind up the partnership; or

(iii) to have the partnership declared insolvent or otherwise unable to pay its debts as they fall due; or

(iv) for the appointment of a receiver or administrative receiver (however described) in relation to any property of the partnership.

4.3.4. If a Limited Partnership intends to make an application mentioned in subrule 4.3.1 to the Registrar of Companies, the partnership must, not later than 60 days before the day the partnership makes the application, publish a legible and comprehensible notice in 1 or more newspapers or other publications best suited to bring the intended transfer to the attention of any Persons who may be

affected by the transfer.

5.1. Address of registered office etc.

5.1.1. This rule applies to the following addresses, as set out in an application for registration or continuation, or a notification given to the Registrar of Companies, under the AIFC Limited Partnership Regulations:

• (a) the address of a partnership’s registered office (or proposed registered office) in the AIFC;
• (b) the address of a partnership’s principal place of business (or proposed principal place of business) in the AIFC;
• (c) the address of a Person authorised to accept service of any notice or other Document on behalf of a partnership in the AIFC.

5.1.2. The address must include the following details, so far as they are applicable:

• (a) the name (or number) of the building;
• (b) the floor or level of that building.

5.1.3. The address must consist of a location address and, if different, a postal address.

5.2. Public registers of limited partnerships

5.2.1. The Registrar of Companies must, in the relevant register kept by the Registrar under section 59 (Public registers of limited partnerships) of the AIFC Limited Partnership Regulations, record the following details, so far as relevant, in relation to each Limited Partnership or Recognised Limited Partnership that is, or has been, registered in the AIFC:

• (a) the partnership’s current registered name or, if the partnership is no longer registered, its last registered name;
• (b) the partnership’s identification number;
• (c) the partnership’s date of registration and, if the partnership is no longer registered, the date it ceased to be registered;
• (d) the partnership’s former registered names;
• (e) the date of registration of every change of name;
• (f) for a Limited Partnership—the address of the partnership’s current registered office or, if the partnership is no longer registered, the address of its last registered office;
• (g) for a Limited Partnership—the addresses of the partnership’s former registered offices;
• (h) for a Limited Partnership—the date of registration of every change of registered office;
• (i) for a Recognised Limited Partnership—the address of the partnership’s current registered principal place of business in the AIFC or, if the partnership is no longer registered, the address of its last registered principal place of business in the AIFC;
• (j) for a Recognised Limited Partnership—the addresses of the partnership’s former registered principal places of business in the AIFC;
• (k) for a Recognised Limited Partnership—the date of registration of every change of the partnership’s registered principal place of business in the AIFC;
• (l) for a Recognised Limited Partnership—the name and address of the each Person currently registered as authorised to accept service on behalf of the partnership or, if the partnership is no longer registered, the name and address of each Person last registered as authorised to accept service on behalf of the partnership in the AIFC;
• (m) for a Recognised Limited Partnership—the name and address of the each Person formerly registered as authorised to accept service on behalf of the partnership in the AIFC;
• (n) for a Recognised Limited Partnership—the date of registration of every change in the details of the Persons authorised to accept service on behalf of the partnership in the AIFC;
• (o) the current partners or, if the partnership is no longer registered, the last registered partners of the partnership;
• (p) for a Recognised Limited Partnership—the dates of registration of the current partners or last registered partners;
• (q) for a Recognised Limited Partnership—the former registered partners;
• (r) for a Recognised Limited Partnership—the dates each of the former registered partners was registered and ceased to be registered;
• (s) the amount and type of contribution made by each partner to the partnership property;
• (t) for a Recognised Limited Partnership—the jurisdiction in which the partnership was formed;
• (u) the partnership’s financial year end.

5.2.2. The Registrar of Companies must, in the register of Limited Partnerships kept by the Registrar under section 59 of the AIFC Limited Partnership Regulations, record the following details, so far as relevant, in relation to each Person (the partner) who is or has been a Partner of each Limited Partnership that is, or has been, registered in the AIFC:

• (a) if the partner is an individual—the partner’s full name and address (or, if the partner has 2 or more addresses, each address);
• (b) if the partner is a body corporate—the partner’s full name, the place where it was incorporated and the address of its registered or principal office;
• (d) if the partner has a former name (including, for an individual, any former given or family name)—the former name or, if the partner has 2 or more former names, each former name;
• (e) the partner’s date and place of birth, incorporation, formation or registration, as the case may be;
• (f) if the partner has had a former address within the last 5 years—the address or, if the partner has had 2 or more former addresses within that period, each former address;
• (g) the date the partner was registered as a Partner;
• (h) if relevant, the date the partner ceased to be a Partner;
• (i) whether the partner was registered as a General Partner or Limited Partner;
• (j) if the partner has been registered as a General Partner and as a Limited Partner—each of the dates when the partner was registered as a General Partner and Limited Partner and each of the dates when the partner ceased to be a General Partner or Limited Partner.

5.3. Evidence of matters

5.3.1. A certificate that appears to be signed by or on behalf of the Registrar of Companies, and states any matter that appears in a register kept by the Registrar under section 59 (Public registers of limited partnerships) of the AIFC Limited Partnership Regulations, is evidence of the matter.

5.3.2. The Court must accept a certificate under subrule 5.3.1 as proof of the matters stated in it if there is no evidence to the contrary.

5.3.3. A Document that appears to be a copy of the certificate of registration, or a certificate of name change, of a Limited Partnership or Recognised Limited Partnership, and to be certified by the Registrar of Companies, is evidence of the matters stated in it.

5.3.4. The Court must accept a Document mentioned in subrule 5.3.3 as evidence of the matters stated in it unless the contrary is established.

5.3-1. Retention

All Documents filed with the Registrar must be retained by the Registrar for a minimum of six years from the date of filing, irrespective of the status of the Limited Partnership to which such Documents relate.

5.4. Fine limits

The maximum fine that may be imposed on a Person by the Registrar of Companies for a Contravention of a provision of the AIFC Limited Partnership Regulations mentioned in column 2 of an item of Schedule 1 (Fine limits) is the amount specified in column 4 of the item.

1.1. Table of fine limits

The following table sets the maximum fines that may be imposed for certain Contraventions of the AIFC Limited Partnership Regulations:

_

2.1. Meaning of Legislation Administered by the AFSA

Each of the following is Legislation Administered by the AFSA:

• (a) the AIFC Financial Services Framework Regulations and the rules adopted under those Regulations;
• (b) any other AIFC Regulations or AIFC Rules if the Regulations or Rules declare that they are administered by the AFSA;
• (c) a provision of any other AIFC Regulations or AIFC Rules if the provision gives a Function to the AFSA or relates to the Exercise of a Function given to the AFSA by another provision of the AIFC Regulations or AIFC Rules.

2.2. Definitions for these Rules

In these Rules:

Ancillary Service Provider means an Ancillary Service Provider under Legislation Administered by the AFSA.

Authorised Firm means an Authorised Firm under the AIFC Financial Services Framework Regulations.

Authorised Market Institution means an Authorised Market Institution under the AIFC Financial Services Framework Regulations.

Financial Services has the meaning given under the AIFC Financial Services Framework Regulations. Legislation Administered by the AFSA has the meaning given by rule 2.1 of this Schedule.

1.1. Name

These Rules are the AIFC Limited Liability Partnership Rules 2017 (or LLR).

1.2. Commencement

These Rules commence on 1 January 2018.

1.3. Legislative authority

These Rules are adopted by the Board of Directors of the AFSA under section 181 (Power to adopt Rules etc.) of the AIFC Companies Regulations.

1.4. Application of these Rules

These Rules apply within the jurisdiction of the AIFC.

1.5. Definitions etc.

1.5.1. Schedule 2 (Interpretation) contains definitions used in these Rules.

1.5.2. Terms used in these Rules (other than terms defined in Schedule 2) have the same meanings as they have, from time to time, in the AIFC Limited Liability Partnership Regulations, or the relevant provisions of those Regulations, unless the contrary intention appears. Note: For definitions in the AIFC Limited Liability Partnership Regulations applying to these Rules, see Schedule 1 of those Regulations. The definitions in that Schedule relevant to these Rules include the following:

• Accounting Records

• AFSA

• AIFC

• AIFC Regulations

• AIFC Rules

• Auditor

• Company

• Contravention

• Designated Member, of a Limited Liability Partnership

• Document

• Exercise

• Foreign Limited Liability Partnership

• Function

• Limited Liability Partnership

• Person

• Recognised Limited Liability Partnership

• Registrar of Companies (or Registrar)

• Writing.

1.6. Administration of these Rules

These Rules are administered by the Registrar of Companies.

2.1. Application for incorporation limited liability partnerships

2.1.1. In addition to the matters required by section 12(2) of the AIFC Limited Liability Partnership Regulations and so far as they are not required by that subsection, an application for the incorporation of a limited liability partnership must include the following:

1. (a) for each proposed member of the partnership who is an individual—the full name and address, the date and place of birth, and all former given or family names, of the proposed member;
2. (b) for each proposed member of the partnership that is a body corporate—the full corporate name, the place of incorporation, and the address of the registered or principal office, of the proposed member.

2.1.2. If a proposed member of the limited liability partnership is a body corporate that is incorporated in a jurisdiction outside the AIFC and is not registered in the AIFC, the application must be accompanied by a copy of the proposed member’s current certificate of incorporation or registration in that jurisdiction, or a Document of similar effect, certified by the relevant authority in the jurisdiction. The Document must be acceptable to the Registrar of Companies.

2.1.3. If the Document is not in the English language, the Document must be accompanied by an English translation certified to the satisfaction of the Registrar of Companies.

2.2. Limited Liability Partnership names

2.2.1. A Person may apply to the Registrar of Companies for the reservation of a name for a Limited Liability Partnership (or proposed Limited Liability Partnership).

2.2.2. If the name is acceptable to the Registrar of Companies, the Registrar must reserve the name for 30 days.

2.2.3. The following provisions apply to the name of a Limited Liability Partnership or the reservation of a name for a Limited Liability Partnership (or a proposed Limited Liability Partnership):

• (a) the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;
• (b) the name must end with the words ‘Limited Liability Partnership’;
• (c) the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of a company or another Limited Liability Partnership);
• (d) the name must not contain words that may suggest a relationship with the AIFCA, the AFSA or any other governmental authority in the AIFC, Nur-Sultan or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;
• (e) the name must not contain any of the following words unless the AFSA has consented in Writing to their use:

(i) the word ‘bank’, ‘insurance’ or ‘trust’; or

(ii) words that suggest that the partnership is engaged in banking, insurance or trust activities; or

(iii) words that suggest in some other way that the partnership is authorised to conduct Financial Services in or from the AIFC;

• (f) the name must not contain words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation consents in Writing;
• (g) the name must not be, the opinion of the Registrar, otherwise undesirable.

2.2.4. An application for the reservation of a name for a Limited Liability Partnership (or proposed Limited Liability Partnership) must be accompanied by the prescribed fee set out in the Rules from time to time.

2.3. Partnership agreement

The partnership agreement of a Limited Liability Partnership Agreement must include provision for the following matters:

• (a) the process by which Persons may become members of, and cease to be members of, the partnership;
• (b) proceedings of the members of the partnership, including meetings;
• (c) accounts and other information to be provided to members;
• (d) the process by which Persons may become Designated Members of, and cease to be Designated Members of, the partnership;
• (e) the Functions of Designated Members;
• (f) the liability of members to contribute to the assets of the partnership if it is wound up;
• (g) the keeping of minutes.

2.4. Certificates of incorporation of Limited Liability Partnerships

In addition to the matters required by section 12(1)(a) (Effect of incorporation etc.) of the AIFC Limited Liability Partnership Regulations, the certificate of registration of a Limited LiabilityPartnership must include:

• (a) the name of the partnership; and
• (b) the partnership’s identification number; and
• (c) the date of incorporation.

2.5. Certificates of name change of Limited Liability Partnerships

On the registration of a change of name of a Limited Liability Partnership, the Registrar of Companies must issue a certificate of name change. The certificate of name change must show the Limited Liability Partnership’s new name and previous name.

2.6. Register of members of Limited Liability Partnership

2.6.1. Limited Liability Partnership must keep, at its registered office, unless the Register is kept by the Registrar under subrule (2.6.2), a register showing the following particulars for each Person who is or has been a member (including a Designated Member) of the partnership (the member), and kept in alphabetical order of their names:

• (a) the member’s full name;
• (b) if the member has a former name (including, for an individual, any former given or family name)— the former name or, if the member has 2 or more former names, each former name;
• (c) the member’s date and place of birth, incorporation, formation or registration, as the case may be;
• (d) the member’s address or, if the member has 2 or more addresses, each address;
• (e) if the member has had a former address within the last 5 years—the address or, if the member has had 2 or more former addresses within that period, each former address;
• (f) the date the member became a member;
• (g) if relevant, the date the member ceased to be a member;
• (h) whether the member is or has been a Designated Member;
• (i) if the member is or has been a Designated Member—the date (or each of the dates) when the member became a Designated Member and, if relevant, the date (or each of the dates) when the member ceased to be a Designated Member.

2.6.2. A Limited Liability Partnership may make an election to keep information in the Register kept by the Registrar.

2.6.3. An election may be made under this rule by:

• (a) the applicant wishing to incorporate a Limited Liability Partnership under the Regulations; or
• (b) the Limited Liability Partnership itself once it is incorporated.

2.6.4. In subrule 2.6.3(b), the election is of no effect, without prior agreement of all the Members of the Limited Liability Partnership to the making of the election.

2.6.5. An election under this rule is made by giving notice of election to the Registrar.

2.6.6. If the notice is given by Persons wishing to register a Limited Liability Partnership:

• (a) it must be given together with the application for registration under section 10 (AIFC Limited Liability Partnership Regulations); and
• (b) it must be accompanied by a statement containing all the information under subrule 2.6.1.

2.6.7. If the notice is given by the Limited Liability Partnership, it must be accompanied by:

• (a) a statement by the Limited Liability Partnership that all the Members of the Limited Liability Partnership have assented to the making of the election; and
• (b) a statement containing all the information that is required under subrule 2.6.1 to be contained in the Limited Liability Partnership's Register of Members as at the date of the notice in respect of matters that are current as at that date.

2.6.8. An election made under subrule 2.6.2 takes effect when the notice of election is registered by the Registrar.

2.6.9. The election remains in force until either:

• (a) the Limited Liability Partnership ceases to be a General Partnership; or
• (b) a notice of withdrawal sent by the Limited Liability Partnership under subrule 2.6.13 is registered by the Registrar, whichever occurs first.

2.6.10. While an election under subrule 2.6.2 is in force, a Limited Liability Partnership must continue to keep a Register of Members in accordance with subrule 2.6.1 containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Limited Liability Partnership does not have to update that Register to reflect any changes that occur after that time.

2.6.11. The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.

2.6.12. During the period when an election under subrule 2.6.2 is in force, a Limited Liability Partnership must deliver to the Registrar any information under subrule 2.6.1 which the Limited Liability Partnership would, in the absence of any such election, have been obliged under these Rules to enter in its Register of Members and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.

2.6.13. A Limited Liability Partnership may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subrule 2.6.2, where:

• (a) the withdrawal takes effect when the notice is registered by the Registrar;
• (b) the effect of withdrawal is that the Limited Liability Partnership's obligation under subrule

2.6.1 to maintain a Register of Members applies from then on with respect to the period going forward;

• (c) the Limited Liability Partnership must place a note in its Register of Members —

(i) stating that the election under subrule (2.4.2.) has been withdrawn;

(ii) recording when that withdrawal took effect; and

(iii) indicating that information about its Members relating to the period when the election was in force that is no longer current is available for public inspection in the Register kept by the Registrar.

2.6.14. All notices and information to be delivered to the Registrar under this rule must be in Writing.

2.7. Notification of change in certain registered details of Limited Liability Partnership

2.7.1. If any of the relevant registered details of a Limited Liability Partnership change, the partnership must notify the Registrar of Companies in Writing within 14 days after the day the change happens.

2.7.2. Contravention of this rule is punishable by a fine.

2.7.3. The maximum fine that may be imposed on a Person for a Contravention of this rule is US$1,000.

2.7.4. In this rule: relevant registered details, in relation to a Limited Liability Partnership, means information about the partnership required to be included in the register kept under section 51(1) (Public registers of limited liability partnerships) of the AIFC Limited Liability Partnership Regulations, other than any information in relation to which section 26 (Notification of membership changes) of those Regulations applies.

2.7.5. Changes in the Registered Details notice must be accompanied by the fee prescribed by the Rules from time to time.

2.8. Accounting Records of Limited Liability Partnerships

2.8.1. For section 28(2)(a) (Accounting Records of Limited Liability Partnerships) of the AIFC Limited Liability Partnership Regulations, the Accounting Records of a Limited Liability Partnership must be kept at the registered office of the partnership or at another place decided by the members in accordance with subrule 2.8.2.

2.8.2. A decision of the members to keep the Accounting Records at a place other than the registered office of the Limited Liability Partnership may only be made by the members at a meeting of the members, and a minute of the decision must be signed by all the members present at the meeting and kept as part of the Accounting Records.

2.9. Accounting standards for Limited Liability Partnerships

2.9.1. This rule applies to a Limited Liability Partnership that is not an Authorised Firm.

2.9.2. For section 30(2)(a) (Accounts of Limited Liability Partnerships) of the AIFC Limited Liability Partnership Regulations, the accounts of the Limited Liability Partnership must be prepared inaccordance with the International Financial Reporting Standards or, if the application of those standards are modified under subrule 2.9.3 in relation to the partnership, those standards asmodified.

2.9.3. The Registrar of Companies may, on the application of the Limited Liability Partnership, modify the application of the International Financial Reporting Standards in relation to the partnership if satisfied that the modification is necessary to ensure that the partnership’s accounts comply with section 30(2)(b) of the AIFC Limited Liability Partnership Regulations.

3.1. Application for registration as Recognised Limited Liability Partnership

3.1.1. The designated members of a limited liability partnership incorporated outside the AIFC may apply for the registration of the partnership as a Recognised Limited Liability Partnership by signing, and filing with the Registrar of Companies, an application for registration.

3.1.2. The application must set out:

• (a) the name of the limited liability partnership; and
• (b) the address of its proposed principal place of business in the AIFC; and
• (c) the names and addresses of each Person who is authorised to accept service of any notice or other Document on behalf of the partnership in the AIFC; and
• (d) for each designated member or other member who is an individual—the full name and address, the date and place of birth, and all former given or family names, of the member; and
• (e) for each designated member or other member that is a body corporate—the full corporate name, the place of incorporation, and the address of the registered or principal office, of the member; and
• (f) the partnership’s registered office in its place of origin or, if there is no registered office required under the laws of the place of origin, its principal place of business in its place of origin.

3.1.3. The application must be accompanied by:

• (a) a copy of the limited liability partnership’s current certificate of incorporation or registration in its place of origin, or a Document of similar effect, certified by the relevant authority in that jurisdiction; and
• (b) a copy of the partnership’s most recent audited accounts filed, if applicable, with the relevant authority of that jurisdiction or the partnership’s accounts that are otherwise satisfactory to the Registrar.

3.1.4. Each Document accompanying the application must be acceptable to the Registrar of Companies.

3.1.5. If any of the Documents is not in the English language, the Documents must be accompanied by a translation certified to the satisfaction of the Registrar of Companies.

3.1.6. The Registrar of Companies may require the designated members to provide any additional information reasonably required by the Registrar to decide the application.

3.1.7. The Registrar of Companies may refuse to register the limited liability partnership for any reason the Registrar considers to be a proper reason for refusing the registration.

3.2. Certificates of registration of Recognised Limited Liability Partnerships

On registration of a Recognised Limited Liability Partnership, the Registrar must issue a certificate of registration confirming that the partnership is registered and stating that the partnership is registered as a ‘Recognised Limited Liability Partnership’. The certificate must include:

• (a) the name of the partnership; and
• (b) the partnership’s identification number; and
• (c) the date of registration.

3.3. Certificates of name change of Recognised Limited Liability Partnerships

On the registration of a change of name of a Recognised Limited Liability Partnership, the Registrar of Companies must issue a certificate of name change. The certificate of name change must show the Recognised Limited Liability Partnership’s new name and previous name.

3.4. Registered details for Recognised Limited Liability Partnerships

For the definition of registered details in section 38(3) (Notification of change in registered details of Recognised Limited Liability Partnership) of the AIFC Limited Liability Partnership Regulations and in relation to a Recognised Limited Liability Partnership, the information about the partnership that is required to be included in the register kept under section 51(2) (Public registers of limited liability partnerships) of those Regulations is prescribed.

3.5 Register of members of Recognised Limited Liability Partnership

A Recognised Limited Liability Partnership must keep, at its principal place of business in the AIFC, a register showing the particulars mentioned in subrule 2.6.1 for each Person who is or has been a member (including a Designated Member) of the partnership (the member).

4.1. Transfer of Foreign Limited Liability Partnerships to AIFC

4.1.1. An application by a Foreign Limited Liability Partnership for the continuation of the partnership as a Limited Liability Partnership must include the following:

• (a) the partnership’s name;
• (b) the address of the partnership’s proposed registered office in the AIFC;
• (c) the nature of the business, purpose or activity to be conducted by the partnership in or from the AIFC;
• (d) for each of the members who is an individual—the full name and address, the date and place of birth, and all former given or family names, of the member;
• (e) for each of the members that is a body corporate—the full corporate name, the place of incorporation, and the address of the registered or principal office, of the member.

4.1.2. In addition to the Documents required by section 41 (Application for transfer of Foreign Limited Liability Partnership to AIFC) of the AIFC Limited Liability Partnership Regulations, the application must be accompanied by the following:

• (a) evidence satisfactory to Registrar of Companies that the partnership agreement accompanying the application is a true copy of the Foreign Limited Liability Partnership’s current partnership agreement;
• (b) a copy of the partnership’s current certificate of registration in the jurisdiction in which it was incorporated (the relevant jurisdiction), or a Document of similar effect, certified by the relevant authority in the relevant jurisdiction or another Document satisfactory to the Registrar;
• (c) evidence satisfactory to the Registrar that the partnership is authorised by the laws of the relevant jurisdiction to be continued under the laws of another jurisdiction and that it has complied with all the relevant requirements under the laws of the relevant jurisdiction;
• (d) evidence satisfactory to the Registrar that all necessary consents in the relevant jurisdiction have been obtained and certified by the relevant authorities of that jurisdiction;
• (e) a copy of the partnership’s most recent accounts;
• (f) a declaration by the members of the partnership under subrule 4.1.6.

4.1.3. Each Document accompanying the application must be acceptable to the Registrar of Companies.

4.1.4. If any of the Documents are not in the English language, the Documents must be accompanied by an English translation certified to the satisfaction of the Registrar of Companies.

4.1.5. The Registrar of Companies may require the Foreign Limited Liability Partnership to provide any information or any other Document that the Registrar considers relevant to making a decision on the application.

4.1.6. For subrule 4.1.2(f), the members of the Foreign Limited Liability Partnership must state that:

• (a) the partnership is able to pay its debts as they fall due; and
• (b) there is no reasonable prospect of the partnership being unable to pay its debts as they fall due; and
• (c) the value of the partnership’s current assets exceeds the amount of its current Liabilities, taking into account its contingent and prospective Liabilities; and
• (d) there are no applications made to any court:

(i) to put the partnership into liquidation; or

(ii) to wind up the partnership; or

(iii) to have the partnership declared insolvent or otherwise unable to pay its debts as they fall due; or

(iv) for the appointment of a receiver or administrative receiver (however described) in relation to any property of the partnership.

4.1.7. If the Foreign Limited Liability Partnership is an Authorised Firm, Authorised Market Institution or Ancillary Service Provider, the the AFSA has given its Written consent to the approval.

4.1.8. If the Registrar of Companies approves the application and issues a certificate of continuation to the Foreign Limited Liability Partnership, the partnership must file with the Registrar any certificate or other Document issued under the laws of the relevant jurisdiction evidencing the fact the partnership has ceased to be registered under those laws.

4.2. Certificate of continuation

The certificate of continuation issued by the Registrar of Companies under section 42(1)(a) (Issue of certificate of continuation etc.) of the AIFC Limited Liability Partnership Regulations for a Foreign Limited Liability Partnership must include:

• (a) the name of the partnership; and
• (b) the partnership’s identification number; and
• (c) a statement that the partnership is continued as a Limited Liability Partnership; and
• (d) the date of continuation.

4.3. Transfer of Limited Liability Partnerships from AIFC

4.3.1. An application by a Limited Liability Partnership to the Registrar of Companies for authorisation, under section 46(2)(c) (Transfer of Limited Liability Partnership from AIFC to another jurisdiction) of the AIFC Limited Liability Partnership Regulations, to apply to transfer the partnership to another jurisdiction (the other jurisdiction), and be continued as a Foreign Limited Liability Partnership, must be accompanied by the following:

• (a) if the partnership agreement authorises the partnership to make the application—evidence satisfactory to the Registrar that the partnership is authorised to make the application by its partnership agreement;
• (b) if the partnership agreement is silent on whether the partnership is authorised to make the application—evidence satisfactory to the Registrar that all the members of the partnership have authorised the partnership to make to application;
• (c) evidence satisfactory to the Registrar that:

(i) the partnership is able to transfer and be continued under the laws of the other jurisdiction; and

(ii) the laws of the other jurisdiction satisfy the requirements mentioned in section

46(3) of the AIFC Limited Liability Partnership Regulations;

• (d) if the partnership is an Authorised Firm, Authorised Market Institution or Ancillary Service Provider—the AFSA’s Written consent to the application;
• (e) a declaration by the members under subrule 4.3.3.

4.3.2. The Registrar of Companies may require the Limited Liability Partnership to provide any information or any other Document that the Registrar considers relevant to making a decision on the application.

4.3.3. For rule 4.3.1(e), the declaration by the members of the Limited Liability Partnership must state that:

• (a) the partnership is able to pay its debts as they fall due; and
• (b) there is no reasonable prospect of the partnership being unable to pay its debts as they fall due; and
• (c) the value of the partnership’s current assets exceeds the amount of its current Liabilities, taking into account its contingent and prospective Liabilities; and
• (d) there are no applications made to any court:

(i) to put the partnership into liquidation; or

(ii) to wind up the partnership; or

(iii) to have the partnership declared insolvent or otherwise unable to pay its debts as they fall due; or

(iv) for the appointment of a receiver or administrative receiver (however described) in relation to any property of the partnership.

4.3.4. If a Limited Liability Partnership intends to make an application mentioned in subrule 4.3.1 to the Registrar of Companies, the partnership must, not later than 60 days before the day the partnership makes the application, publish a legible and comprehensible notice in 1 or more newspapers or other publications best suited to bring the intended transfer to the attention of any Persons who may be affected by the transfer.

5.1. Address of registered office etc.

5.1.1. This rule applies to the following addresses, as set out in an application for registration or continuation, or a notification given to the Registrar of Companies, under the AIFC Limited Liability Partnership Regulations:

• (a) the address of a partnership’s registered office (or proposed registered office) in the AIFC;
• (b) the address of a partnership’s principal place of business (or proposed principal place of business) in the AIFC;
• (c) the address of a Person authorised to accept service of any notice or other Document on behalf of a partnership in the AIFC.

5.1.2. The address must include the following details, so far as they are applicable:

• (a) the name (or number) of the building;
• (b) the floor or level of that building.

5.1.3. The address must consist of a location address and, if different, a postal address.

5.2. Public registers of limited liability partnerships

5.2.1. The Registrar of Companies must, in the relevant register kept by the Registrar under section 51 (Public registers of limited liability partnerships) of the AIFC Limited Liability Partnership Regulations, record the following details, so far as relevant, in relation to each Limited Liability Partnership or Recognised Limited Liability Partnership that is, or has been, registered in the AIFC:

1. (a) the partnership’s current registered name or, if the partnership is no longer registered, its last registered name;
2. (b) the partnership’s identification number;
3. (c) the partnership’s date of registration and, if the partnership is no longer registered, the date it ceased to be registered;
4. (d) the partnership’s former registered names;
5. (e) the date of registration of every change of name;
6. (f) for a Limited Liability Partnership—the address of the partnership’s current registered office or, if the partnership is no longer registered, the address of its last registered office;
7. (g) for a Limited Liability Partnership—the addresses of the partnership’s former registered offices;
8. (h) for a Limited Liability Partnership—the date of registration of every change of registered office;
9. (i) for a Recognised Limited Liability Partnership—the address of the partnership’s current registered principal place of business in the AIFC or, if the partnership is no longer registered, its address of last registered principal place of business in the AIFC;
10. (j) for a Recognised Limited Liability Partnership—the addresses of the partnership’s former registered principal places of business in the AIFC;
11. (k) for a Recognised Limited Liability Partnership—the date of registration of every change of registered principal place of business in the AIFC;
12. (l) for a Recognised Limited Liability Partnership—the name and address of the each Person currently registered as authorised to accept service on behalf of the partnership or, if the partnership is no longer registered, the name and address of each Person last registered as authorised to accept service on behalf of the partnership in the AIFC; (m) for a Recognised Limited Liability Partnership—the name and address of the each Person formerly registered as authorised to accept service on behalf of the partnership in the AIFC;
13. (n) for a Recognised Limited Liability Partnership—the date of registration of every change in the details of the Persons authorised to accept service on behalf of the partnership in the AIFC;
14. (o) the current members of the partnership or, if the partnership is no longer registered, the last registered members of the partnership;
15. (p) for a Recognised Limited Liability Partnership—the dates of registration of the current members or last registered members;
16. (q) for a Recognised Limited Liability Partnership—the former registered members;
17. (r) for a Recognised Limited Liability Partnership—the dates each of the former members was registered and ceased to be registered;
18. (s) the name and address of the current auditor of the partnership or, if the partnership is no longer registered, the name and address of the last auditor of the partnership;
19. (t) the name and address of each former auditor of the partnership;
20. (u) the date of every change in the auditor of the partnership;
21. (v) the amount and type of contribution made by each member to the partnership property;
22. (w) for a Recognised Limited Liability Partnership—the jurisdiction in which the partnership was incorporated;
23. (x) the partnership’s financial year end.

5.2.2. The Registrar of Companies must, in the register of Limited Liability Partnerships kept by the Registrar under section 51 of the AIFC Limited Liability Partnership Regulations, record the following details, so far as relevant, in relation to each Person (the member) who is or has been a member (including Designated Member) of each Limited Liability Partnership that is, or has been, registered in the AIFC:

1. (a) if the member is an individual—the member’s full name and address (or, if the member has 2 or more addresses, each address);
2. (b) if the member is a body corporate—the member’s full name, the place where it was incorporated and the address of its registered or principal office;
3. (c) if the member has a former name (including, for an individual, any former given or family name)—the former name or, if the member has 2 or more former names, each former name;
4. (d) the member’s date and place of birth, incorporation, formation or registration, as the case may be;
5. (e) if the member has had a former address within the last 5 years—the address or, if the member has had 2 or more former addresses within that period, each former address;
6. (f) the date the member became a member;
7. (g) if relevant, the date the member ceased to be a member;
8. (h) whether the member is or has been a Designated Member;
9. (i) if the member is or has been a Designated Member—the date (or each of the dates) when the member became a Designated Member and, if relevant, the date (or each of the dates) when the member ceased to be a Designated Member.

5.3. Evidence of matters

5.3.1. A certificate that appears to be signed by or on behalf of the Registrar of Companies, and states any matter that appears in a register kept by the Registrar under section 51 (Public registers of limited liability partnerships) of the AIFC Limited Liability Partnership Regulations, is evidence of the matter.

5.3.2. The Court must accept a certificate under subrule 5.3.1 as proof of the matters stated in it if there is no evidence to the contrary.

5.3.3. A Document that appears to be a copy of the certificate of registration, or a certificate of name change, of a Limited Liability Partnership or Recognised Limited Liability Partnership, and to be certified by the Registrar of Companies, is evidence of the matters stated in it.

5.3.4. The Court must accept a Document mentioned in subrule 5.3.3 as evidence of the matters stated in it unless the contrary is established.

5.3-1 Retention

All Documents filed with the Registrar must be retained by the Registrar for a minimum of six years from the date of filing, irrespective of the status of the Limited Liability Partnership to which such Documents relate.

5.4. Fine limits

The maximum fine that may be imposed on a Person by the Registrar of Companies for a Contravention of a provision of the AIFC Limited Partnership Regulations mentioned in column 2 of an item of Schedule 1 (Fine limits) is the amount specified in column 4 of the item.

1.1. Table of fine limits

The following table sets the maximum fines that may be imposed for certain Contraventions of the AIFC Limited Partnership Regulations:

_

2.1. Meaning of Legislation Administered by the AFSA

Each of the following is Legislation Administered by the AFSA:

• (a) the AIFC Financial Services Framework Regulations and the rules adopted under those Regulations;
• (b) any other AIFC Regulations or AIFC Rules if the Regulations or Rules declare that they are administered by the AFSA;
• (c) a provision of any other AIFC Regulations or AIFC Rules if the provision gives a Function to the AFSA or relates to the Exercise of a Function given to the AFSA by another provision of the AIFC Regulations or AIFC Rules.

2.2. Definitions for these Rules

In these Rules:

Ancillary Service Provider means an Ancillary Service Provider under Legislation Administered by the AFSA.

Authorised Firm means an Authorised Firm under the AIFC Financial Services Framework Regulations.

Authorised Market Institution means an Authorised Market Institution under the AIFC Financial Services Framework Regulations.

Financial Services has the meaning given under the AIFC Financial Services Framework Regulations. Legislation Administered by the AFSA has the meaning given by rule 2.1 of this Schedule.

1.1. Name

These Rules are the AIFC Non-profit Incorporated Organisations Rules 2017 (or NPIOR).

1.2. Commencement

These Rules commence on 1 January 2018.

1.3. Legislative authority

These Rules are adopted by the Board of Directors of the AFSA under section 181 (Power to adopt rules etc.) of the AIFC Companies Regulations.

1.4. Application of these Rules

These Rules apply within the jurisdiction of the AIFC.

1.5. Definitions etc.

Terms used in these Rules have the same meanings as they have, from time to time, in the AIFC Non-profit Incorporated Organisations Regulations, or the relevant provisions of those Regulations, unless the contrary intention appears. Note: For definitions in the AIFC Non-profit Incorporated Organisations Regulations applying to these Rules, see Schedule 1 of those Regulations. The definitions in that Schedule relevant to these Rules include the following:

• Accounting Records

• AFSA

• AIFCA

• Auditor

• Contravene

• Document

• Founding Member

• Function

• Incorporated Organisation

• Person

• Records

• Registrar of Companies (or Registrar)

• Writing.

1.6. Administration of these Rules

These Rules are administered by the Registrar of Companies.

2.1. Charter of Organisation

2.1.1. For section 13(4) of the AIFC Non-profit Incorporated Organisations Regulations, the provisions of Schedule 1 (Standard Charter) are the model provisions to be known as the Standard Charter.

2.1.2. Unless the Standard Charter is adopted by the Incorporated Organisation in its entirety, the Charter, signed by or on behalf of each member, must be filed with the application.

2.1.3. The proposed Charter of Organisation accompanying an application for the incorporation of an Incorporated Organisation must include provision for the following matters:

1. (a) the Authorised Activities to be conducted by the Incorporated Organisation;
2. (b) the calling of meetings of the Founding Members by Founding Members;
3. (c) the proceedings of meetings of the Founding Members, including voting;
4. (d) information to be provided to Founding Members before a meeting of the Founding Members;
5. (e) the maximum number of Founding Members;
6. (f) the appointment and removal of Founding Members;
7. (g) the Functions of Founding Members;
8. (h) appointment of the secretary, if applicable;
9. (i) the keeping of minutes.

2.1.4. An application for the incorporation of an Incorporated Organisation must state that the proposed Charter of the Incorporated Organisation accompanying the application has been adopted by the applicants.

2.2. Certificates of registration of Incorporated Organisations

The certificate of registration issued by the Registrar of Companies for an Incorporated Organisation must include its identification number.

2.3. Address of registered office

2.3.1 This rule applies to the address of the registered office of an Incorporated Organisation, as set out in an application for incorporation or a notice of a change relating to the registered office.

2.3.2 The address must include the following details, so far as they are applicable:

• (a) the name (or number) of the building;
• (b) the floor or level of that building.

2.3.3 The address must consist of a location address and, if different, a postal address.

2.4. Incorporated Organisations names

2.4.1 A Person may apply to the Registrar of Companies for the reservation of a name for an Incorporated Organisation (or proposed Incorporated Organisation).

2.4.2 If the name is acceptable to the Registrar of Companies, the Registrar must reserve the name for 30 days.

2.4.3 The following provisions apply to the name of an Incorporated Organisation or the reservation of a name for an Incorporated Organisation (or a proposed Incorporated Organisation):

• (a) the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;
• (b) the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of a company or another Incorporated Organisation);
• (c) the name must not contain words that may suggest a relationship with the AIFCA, AFSA or any other governmental authority in the AIFC, Nur-Sultan or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;
• (d) the name must not contain any of the following words unless the AFSA has consented in Writing to their use:

(i) the word ‘bank’, ‘insurance’ or ‘trust’;

(ii) words that suggest that the incorporated organisation is a bank, insurance company or trust company;

(iii) words that suggest in some other way that it is authorised to conduct Financial Services in the AIFC;

• (e) the name must not contain words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation has consented in Writing;
• (f) the name must not be, in the opinion of the Registrar, otherwise undesirable.

2.4.4 In this rule: Financial Services has the meaning given under the AIFC Financial Services Framework Regulations.

2.4.5 An application for the reservation of a name for an Incorporated Organisation (or proposed Incorporated Organisation) must be accompanied by the prescribed fee set out in the Rules from time to time.

2.5. Accounting principles or standards

2.5.1 For section 22(2)(a) (Accounts) of the AIFC Non-profit Incorporated Organisations Regulations, the International Financial Reporting Standards are prescribed as accounting principles or standards for the preparation of the accounts of an Incorporated Organisation.

2.5.2 Without limiting the power of the Registrar of Companies under section 22(2)(a) of the AIFC Non-profit Incorporated Organisations Regulations to approve accounting standards or principles, the Registrar may, on the application of an Incorporated Organisation, approve accounting standards or principles for the preparation of accounts of the Incorporated Organisation. An approval may be given subject to any conditions or restrictions.

2.6. Notice of appointment of Auditor

2.6.1 If an Incorporated Organisation appoints an Auditor, the Incorporated Organisation must immediately file notice of the appointment with the Registrar of Companies.

2.6.2 If an Auditor of an Incorporated Organisation ceases to be the Auditor for any reason, the Incorporated Organisation must immediately file notice of the cessation with the Registrar of Companies.

2.7. Accounting Records of Non-profit Incorporated Organisations

2.7.1 Despite section 21(2)(a) of the AIFC Non-profit Incorporated Organisations Regulations, the Accounting Records of an Incorporated Organisation must be kept at the registered office of the Incorporated Organisation or at another place decided by the Founding Members in accordance with subrule 2.7.2.

2.7.2 A decision of the Founding Members to keep the Accounting Records at a place other than the registered office of the Incorporated Organisation may only be made by the Founding Members at a meeting of the Founding Members and a minute of the decision must be signed by all the Founding members present at the meeting and kept as part of the Accounting Records

2.8. Register of Founding Members and Ordinary Members

The register of Founding Members and Ordinary Members of an Incorporated Organisation maintained under section 25 (Register of members) of the AIFC Non-profit Incorporated Organisations Regulations must include the following particulars for each person who is or has been Founding Member or Ordinary Member, and be kept in alphabetical order of their names:

• (a) the member’s full name;
• (b) whether the member is a Founding Member or Ordinary Member;
• (c) if the member has a former given or family name—the former name or, if the member has 2 or more former names, each former name;
• (d) the member’s date and place of birth or incorporation (registration), as the case may be;
• (e) the member’s address;
• (f) if the member has had a former address within the last 5 years—the address;
• (g) the date the member become a Founding Member or Ordinary Member;
• (h) if relevant, the date the member ceased to be a Founding or Ordinary Member.

3.1. Public registers of organisations

The Registrar of Companies must, in the relevant register kept by the Registrar under section 38 (Public registers) of the AIFC Non-profit Incorporated Organisations Regulations, record the following details, so far as relevant, in relation to each Incorporated Organisation (the organisation) that is, or has been, registered in the AIFC:

• (a) the organisation’s current registered name or, if the organisation is no longer registered, its last registered name;
• (b) the organisation’s identification number;
• (c) the organisation’s date of incorporation and, if the organisation is no longer registered, the date it ceased to be registered;
• (d) the organisation’s former registered names;
• (e) the date of registration of every change of name;
• (f) the organisation’s current registered office or, if the organisation is no longer registered, its last registered office;
• (g) the organisation’s former registered offices;
• (h) the date of registration of former registered offices;
• (i) current Founding Members and Ordinary Members or, if the organisation is no longer registered, the last Founding Members and Ordinary Members;
• (j) the dates of registration of the current or last Founding Members and Ordinary Members
• (k) the former Founding Members and Ordinary Members;
• (l) the dates of registration and cessation of former Founding Members and Ordinary Members;
• (m) the current secretary, if applicable;
• (n) the date of registration of the current secretary, if applicable;
• (o) the former secretaries, if applicable;
• (p) the dates of registration and cessation of former secretaries, if applicable;
• (q) the organisation’s financial year end;
• (r) the dates of commencement and cessation of each scheme of arrangement, receivership

or liquidation under the AIFC Insolvency Regulations in relation to the organisation;

• (s) the name and address, and dates of appointment and cessation (however described), of:

(i) each Nominee or Supervisor of a Voluntary Arrangement under the AIFC Insolvency Regulations in relation to the organisation; and

(ii) each Administrator of the organisation under the AIFC Insolvency Regulations;

• (t) the date of dissolution of the Incorporated Organisation, if applicable.

3.2. Evidence of matters

3.2.1 A certificate that appears to be signed by or on behalf of the Registrar of Companies, and states any matter that appears in a register kept by the Registrar under section 38 (Public registers) of the AIFC Non-profit Incorporated Organisations Regulations, is evidence of the matter.

3.2.2 The Court must accept a certificate under subrule 3.2.1 as proof of the matters stated in it if there is no evidence to the contrary.

3.2.3 A Document that appears to be a copy of the certificate of registration of an Incorporated Organisation, and to be certified by the Registrar of Companies, is evidence of the matters stated in it.

3.2.4 The Court must accept a Document mentioned in subrule 3.2.3 as evidence of the matters stated in it unless the contrary is established.

3.2(A). Retention

All Documents filed with the Registrar must be retained by the Registrar for a minimum of six years from the date of filing, irrespective of the status of the Non-Profit Incorporated Organisation to which such Documents relate.

3.3. Fine limits

The maximum fine that may be imposed on a Person by the Registrar of Companies for a Contravention of a provision of the AIFC Non-profit Incorporated Organisations Regulations mentioned in column 2 of an item of the table in Schedule 2 (Fine limits) is the amount specified in column 4 of the item

1. INTERPRETATION

In this Charter:

a) unless the contrary intention appears:

Board means the governing body of the Incorporated Organisation.

Chair means the chair of the Board.

Chief Executive Officer means the chief executive officer of the Incorporated Organisation who is a natural person and has an Individual Identification Number, appointed by the Board from time to time.

Founding Member, of the Incorporated Organisation, means a Person:

• (a) who was:
• (i) an applicant for the Incorporated Organisation’s incorporation; or
• (ii) appointed after its incorporation as a Founding Member by Special Resolution of the Founding Members; and
• (b) has not ceased to be a Founding Member under this Charter.

General Meeting means a meeting of the Founding Members.

Individual Identification Number means an unique number that is allocated to an individual by an authorised body.

Register of Members means the register of Founding Members and Ordinary Members maintained by the Incorporated Organisation under section 25 of the Regulations.

Office, of the Incorporated Organisation, means the registered office of the Incorporated Organisation.

Ordinary Member, of the Incorporated Organisation, means a Person that has been accepted as an Ordinary member of the Incorporated Organisation.

Ordinary Resolution, of the Founding Members, means a resolution of a duly constituted meeting of the Incorporated Organisation’s Founding Members passed by the votes of the Founding Members entitled to vote and representing a simple majority of the votes of the Founding Members present at the meeting in person or, if proxy allowed, by proxy, for which notice specifying the intention to propose the resolution was duly given.

Secretary means the Person who is the Secretary of the Incorporated Organisation, and

includes any other Person who is appointed to Exercise the Functions of the Secretary of the Incorporated Organisation, including a joint, assistant or deputy Secretary.

Special Resolution, of the Founding Members, means a resolution passed at a meeting of the Founding Members by the votes of at least 75% of the Founding Members present at the meeting in person or, if proxies are allowed, by proxy, provided that notice specifying the intention to propose the resolution as Special Resolution was duly given.

the Regulations means the AIFC Non-profit Incorporated Organisations Regulations and includes the AIFC Non-profit Incorporated Organisations Rules, as amended from time to time.

this Charter means this Charter of the Incorporated Organisation.

b) terms used in this Charter have the same meanings as they have, from time to time, in the Regulations, or the relevant provisions of the Regulations, unless the contrary intention appears;

c) words in the singular include the plural and words in the plural include the singular, unless the contrary intention appears;

d) words indicating gender include every other gender, unless the contrary intention appears;

e) the word may, or a similar term, used in relation to a Function indicates that the Function may be Exercised or not Exercised, at discretion;

f) the word must, or a similar term, used in relation to a Function indicates that the Function is required to be Exercised;

g) a reference to Regulations or Rules is a reference to Regulations or Rules of the Astana International Financial Centre and, unless the contrary intention appears, a reference to particular Regulations or Rules includes a reference to those Regulations or Rules as amended from time to time;

h) where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose

2. INCORPORATED ORGANISATION NAME

The Incorporated Organisation’s name is [as specified in the application].

3. INCORPORATED ORGANISATION PURPOSES AND RESTRICTIONS

3.1. The Authorised Activities of the Incorporated Organisation are: [as specified in the application].

3.2. The Incorporated Organisation must not distribute profits or revenues from its activities to its Founding Members or Ordinary Members or former Founding Members or Ordinary Members.

4. INCORPORATED ORGANISATION’S MEMBERSHIP

4.1. Subject to the Regulations and without affecting any rights, entitlements or restrictions attached to any existing membership, any membership may be issued with the rights, entitlements or restrictions that the Founding Members determine by Ordinary Resolution.

4.2. The Incorporated Organisation must not have more than [as specified in the application] of Founding Members at any time.

4.3. A Person must not be recognised by the Incorporated Organisation as a Founding Member or Ordinary Member unless the Person’s name is entered in the Register of Members as a Founding Member or Ordinary Member, as the case may be.

5. ADMISSION OF NEW MEMBERS

5.1. After the incorporation of the Incorporated Organisation, Founding Members are appointed by Special Resolution of the Founding Members, and Ordinary Members are appointed by the Founding Members by any means the Founding Members consider appropriate.

5.2. The Incorporated Organisation may charge a Person a reasonable fee for the entry of the Person’s name in the Register of Members.

5.3. A Person must not be appointed as a Founding Member, at a General Meeting, unless the Person has been recommended by a Founding Member or Ordinary Member; and details of the Person have been included in the notice of the meeting at which the appointment is to be considered. The details must include at least the information that would be included in the Register of Members, if the Person were to be appointed as a Founding Member.

6. PROCEEDINGS OF FOUNDING MEMBERS

6.1. Subject to this Charter, the Founding Members may conduct their proceedings (including their meetings) as they consider appropriate.

6.2. Subject to any decision of a General Meeting, a resolution in Writing signed by all the Founding Members is as valid and effective as if it had been passed at a General Meeting. The resolution may consist of several Documents in like form each signed by 1 or more Founding Members. However, this subclause does not apply to any decision (however described) required to be made by Special Resolution.

7. CEASING TO BE A MEMBER

7.1. A Person who is a Founding Member ceases to be a Founding Member if the Person:

• (a) becomes bankrupt or insolvent, as the case may be; or
• (b) is, in the opinion of the Founding Members, formed by Special Resolution, incapable (otherwise than on a temporary basis) of performing the duties of a Founding Member; or
• (c) is absent, except on leave granted by the Founding Members, from 3 consecutive General Meetings; or;
• (d) resigns by notice to the Incorporated Organisation; or
• (e) is removed by Special Resolution of the Founding Members.

7.2. A Person who is an Ordinary Member ceased to be an Ordinary Member, if the Person is removed by a resolution of the Founding Members.

8. CALLING GENERAL MEETINGS

8.1. Any Founding Member may call a General Meeting, including an annual general meeting of Founding Members.

8.2. A General Meeting may be called by a Founding Member by giving the other Founding Members at least 7 days Written notice of the meeting.

8.3. The notice must specify the time and place of the meeting and the general nature of the matters to be considered. If the Founding Member calling the meeting intends to propose a resolution at the meeting, the notice must specify the intention to propose the resolution and whether it is to be proposed as a Special Resolution or Ordinary Resolution.

8.4. Notice of an annual general meeting of the Founding Members must state that the meeting is an annual general meeting.

9. PROCEEDINGS AT GENERAL MEETINGS

9.1. Subject to the Regulations and this Charter, a question arising at a General Meeting is to be decided by a majority of the Founding Members present, in person or by proxy, and voting. However, subject to these Regulations and this Charter, the Founding Member chairing the meeting also has a casting vote if the votes on any question are equal.

9.2. Business may be conducted at a General Meeting only if a quorum is present. A quorum is 50% of the number of Founding Members for the time being or, if that number is not a whole number, the next whole number. If a Founding Member is required not to vote on a resolution because of a conflict of interest, the Founding Member must not be counted in working out whether there is a quorum in relation to the resolution.

9.3. If a quorum is not present within half an hour after the time specified in the notice calling the meeting (the meeting start time), the meeting must be adjourned to a place and time decided by the Founding Members. If during the meeting a quorum ceases to be present, the meeting must be adjourned to a place and time decided by the Founding Members.

9.4. The Founding Member elected by the Founding Members present chairs the meeting.

9.5. The Founding Member chairing the meeting (the meeting chair) may adjourn the meeting with the consent of the majority of the votes of the Founding Members present at the meeting. A matter must not be considered at the adjourned meeting if the matter could not have been considered at the meeting had the adjournment not taken place. It is not necessary for notice to be given of the adjourned meeting unless the meeting was adjourned for 14 days or longer. If the meeting was adjourned for 14 days or longer, at least 7 days notice of the adjourned meeting must be given to the Founding Members. The notice must specify the time and place of the adjourned meeting, the general nature of the matters to be considered at the adjourned meeting, and any resolutions of which notice has been given.

9.6. Unless a poll is demanded, a resolution put to the vote must be decided on a show of hands. A poll may be demanded, before or on the declaration of the result of a vote by show of hands:

• (a) by the meeting chair; or
• (b) by at least 1 Founding Member having the right to vote at the meeting.

9.7. Unless a poll is demanded, the meeting chair may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration is conclusive evidence of the result of the resolution.

9.8. Any poll must be taken in the way the meeting chair directs and the result is the resolution of the meeting at which the poll was demanded.

9.9. A poll demanded on the election of a Founding Member to chair the meeting or on an adjournment must be taken immediately. A poll demanded on any other question must be taken as the meeting chair directs, but not more than 30 days after the day the poll is demanded. The demand for a poll does not prevent the continuation of the meeting for the transaction of any business other than the question on which the poll is demanded.

9.10. If a poll demanded at a meeting is not taken at the meeting, the Founding Members must be given at least 7 days Written notice of the time and place at which a poll is to be taken, unless the time and place is announced at the meeting.

10. VOTES OF FOUNDING MEMBERS

10.1. A Founding Member must not vote at a General Meeting or otherwise on any resolution concerning a matter in which the Founding Member has a direct or indirect conflict of interest, unless a General Meeting permits the Founding Member to vote on the resolution. For this subclause, an interest of a Founding Member includes an interest of any Person who is connected to the Founding Member.

10.2. An objection may only be raised at a General Meeting to the right of any Person to vote at the meeting or on a poll arising from the meeting. The Founding Member chairing the meeting (the meeting chair) must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final.

10.3. A Founding Member may vote on a poll by proxy.

10.4. An instrument appointing a proxy to vote at a General Meeting, or on a poll arising from a General Meeting, must be in Writing in a form approved by the Founding Members and distributed with the notice of the meeting or poll. The form must include a section allowing the Founding Member to direct the proxy on how the proxy must act.

10.5. An instrument appointing a proxy must be deposited at the Office of the Incorporated Organisation at least 48 hours before the General Meeting at which the proxy is to be exercised is to be held. For a poll that is not being taken immediately but some time after it is demanded, an instrument appointing a proxy may be deposited at the poll with the Chair of the Board, the Secretary or any other Founding Member present or at any time before the poll at the Office of the Incorporated Organisation.

10.6. A vote given or poll demanded by proxy is valid despite the revocation of the proxy by the Founding Member who appointed the proxy unless the Incorporated Organisation receives Written notice of the revocation from the Founding Member before the vote is taken or the poll is demanded.

11. THE BOARD

11.1. The Incorporated Organisation has a Board.

11.2. The Board consists of the Chair and other members.

11.3. The Chair and other members of the Board are appointed by the Founding Members for the terms (if any) decided by the Founding Members by Ordinary Resolution.

11.4. A person who is the Chair or another member of the Board ceases to be the Chair or member of the Board if:

• (a) the person’s term as the Chair or another member ends without the person being reappointed; or
• (b) the person is, in the opinion of the Founding Members formed by Ordinary Resolution, incapable (otherwise than on a temporary basis) of performing the person’s duties as the Chair or another member of the Board; or
• (c) the person is absent, except on leave granted by the Board, from 3 consecutive meetings of the Board; or
• (d) the person resigns as the Chair or another member of the Board by notice to the Incorporated Organisation; or
• (e) the person is removed as the Chair or another member of the Board by Ordinary Resolution.

12. ALTERNATE MEMBERS OF BOARD

12.1. The Chair or another member of the Board (the appointor) may appoint any other person approved by the Founding Members (the appointee) to act as his alternate and may revoke the appointment at any time. The appointee may Exercise all the Functions of the appointer as a member of the Board (other than any Function of the Chair) but is not entitled to remuneration.

12.2. The appointor and appointee must both be given notice of all Board meetings.

12.3. The appointee is entitled to attend and vote at Board meetings, and counts towards the Board’s quorum, if the appointor is absent.

12.4. The appointee holds office as the appointor’s alternate for as long as the appointor holds office as a member of the Board unless the appointee’s appointment is revoked by the appointor.

12.5. The appointor must give notice of the appointment of the appointee, and any revocation of the appointment, to the Incorporated Organisation.

13. FUNCTION AND POWERS OF BOARD AND CHIEF EXECUTIVE OFFICER

13.1. The Incorporated Organisation must be managed by the Board.

13.2. The Board may appoint a resident of the Republic of Kazakhstan to be the Incorporated Organisation’s Chief Executive Officer.

13.3. The Board may delegate any of its Functions to a committee of Founding Members or to a duly appointed Chief Executive Officer.

13.4. The Board has power to do all things necessary or convenient to be done for, or in connection with, the conduct of the Incorporated Organisation’s Authorised Activities, accountable to Founding Members. These powers include, but are not limited to, the following:

• (a) identifying strategic directions and/or objectives of the Incorporated Organisation and making strategic decisions affecting the future operation of the Incorporated Organisation;
• (b) monitoring the Chief Executive Officer’s performance against the Incorporated Organisation’s strategy, objectives and ensuring any necessary corrective action is taken;
• (c) overall management of the Incorporated Organisation’s activities without interfering in day-to-day operations of the Incorporated Organisation;
• (d) appointing and dismissing the Chief Executive Officer of the Incorporated Organisation;
• (e) exercising, within the Incorporated Organisation’s competence, other powers established by decisions of the Founding Members.

13.5. The Board may determine key responsibilities of the Chief Executive Officer in addition to the following:

• (a) to negotiate, sign and execute contracts, transactions, arrangements, and deals, of any kind or nature, with third parties in the name of the Incorporated Organisation, with the right to terminate and amend them as required from time to time;
• (b) to open, close and manage bank accounts for the Incorporated Organisation, to carry out banking transactions on behalf of the Incorporated Organisation (including, for example, the right to issue, sign and endorse cheques, draw voucher letters of credit, make transfers, obtain loans with or without security, and obtain bank facilities, bank guarantees and bank performance bonds) and to complete and sign all applications and Documents necessary for the conduct of the Incorporated Organisation’s Authorised Activities;
• (c) to employ Persons required for the conduct of the Incorporated Organisation’s

Authorised Activities, and to decide their remuneration, benefits and the rules and provisions related to their employment, as well as the right to terminate their employment;

• (d) to sign memoranda of association with the terms and conditions that it considers appropriate;
• (e) to claim on behalf of the Incorporated Organisation, to attach the property of debtors, to refer cases to arbitration, and to appoint lawyers and take legal proceedings to protect the Incorporated Organisation’s interests whether as plaintiff or defendant, as party to arbitration or otherwise.

14. PROCEEDINGS OF THE BOARD

14.1. Subject to this Charter, the Board may conduct its proceedings (including its meetings) as it considers appropriate.

14.2. The Board is to meet at the times and places that it decides.

14.3. However, the Chair of the Board may, at any time, call a meeting of the Board and must call a meeting if asked by at least the number of members of the Board required to constitute a quorum.

14.4. The Chair is to chair all meetings of the Board at which the Chair is present. If the Chair is not present a meeting, the member of the Board (other than an alternate member) elected by the members present (including any alternate members) chairs the meeting.

14.5. Subject to this Charter, a question arising at a meeting of the Board is to be decided by a majority of the members of the Board present, in person or by alternate, and voting. However, subject to this Charter, the member chairing the meeting (the meeting chair) also has a casting vote if the votes on any question are equal.

14.6. Business may be conducted at a meeting of the Board only if a quorum is present. A quorum is 2 or, if the Founding Members have fixed another number, that number. If a member of the Board is required not to vote on a resolution because of a conflict of interest, the member must not be counted in working out whether there is a quorum in relation to the resolution.

14.7. An appointment of a member of the Board, or of an alternate of a member of the Board, is not invalid only because of a defect or irregularity in or in relation to the appointment.

14.8. Subject to any decision of a General Meeting or of the Board, a resolution in Writing signed by all the members of the Board (or their alternates) is as valid and effective as if it had been passed at a meeting of the Board. The resolution may consist of several Documents in the like form each signed by 1 or more members (or their alternates).

14.9. A member of the Board must not vote at a meeting of the Board or otherwise on any resolution concerning a matter in which the member has a direct or indirect conflict of interest, unless a General Meeting or meeting of the Board permits the member to vote on the resolution. For this subclause, an interest of a member of the Board includes an interest of any Person who is connected to the member.

14.10. An objection may only be raised at a meeting of the Board to the right of any Person to vote at the meeting. The meeting chair must rule on the objection unless the objection relates to the meeting chair. The decision of the meeting chair is final.

15. SECRETARY

The Board may appoint and remove a secretary and is to decide the terms and conditions of any appointment (including in relation to remuneration).

16. MINUTES

The Founding Members must ensure that minutes are kept recording the following:

• (a) all appointments of officers made by the Board and the Founding Members;
• (b) all proceedings at or arising out of General Meetings, and meetings of the Board and committees of Founding Members, including the names of the Founding Members present at each meeting.

17. NOTICES

17.1. Any notice under this Charter must be given in Writing.

17.2. Notice may be given to a Founding Member personally, by sending it by post in a prepaid envelope addressed to the Founding Member at the Founding Member’s registered address, or by leaving it at that address.

17.3. A Person present, either in person or by proxy, at any meeting is taken to have received notice of the meeting.

17.4. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice is taken to be given at the end of 48 hours after the envelope containing it was posted.

18. REMUNERATION AND EXPENSES OF FOUNDING MEMBERS

A Founding Member is entitled to be paid the remuneration, and reimbursed the expenses, decided by the Founding Members by Ordinary Resolution.

19. AMENDMENT OF THIS CHARTER

This Charter may be amended by a Special Resolution.

2.1. Table of fine limits

The following table sets the maximum fines that may be imposed for certain Contraventions of the AIFC Non-profit Incorporated Organisations Regulations.

1.1. Name

These Rules are the AIFC Insolvency Rules 2017 (or IR).

1.2. Commencement

These Rules commence on [***].

1.3. Legislative authority

These Rules are adopted by the Board of Directors of the AFSA under section 181 (Power to adopt rules etc.) of the AIFC Companies Regulations.

1.4. Application of these Rules

These Rules apply within the jurisdiction of the AIFC.

1.5. Definitions etc.

1.5.1 Schedule 4 (Interpretation) contains definitions used in these Rules.

1.5.2 Terms used in these Rules (other than terms defined in Schedule 4) have the same meanings as they have, from time to time, in the AIFC Insolvency Regulations, or the relevant provisions of those Regulations, unless the contrary intention appears. Note: For definitions in the AIFC Insolvency Regulations applying to these Rules, see Schedule 3 of those Regulations. The definitions in that Schedule relevant to these Rules include the following:

• Administrative Receiver, in relation to a Company

• Administrator, in relation to a Company

• AFSA

• AIFC

• AIFC Regulations

• AIFC Rules

• AIFCA

• Company

• Contravention

• Court

• Creditors Voluntary Winding Up, in relation to a Company

• Document

• Exercise

• Fail

• Function

• Goes into Liquidation

• Insolvency, in relation to a Company

• Insolvency Practitioner

• Liquidator, in relation to a Company

• Members Voluntary Winding Up, in relation to a Company

• Nominee, in relation to a proposed Voluntary Arrangement for a Company

• Official Liquidator

• Person

• Provisional Liquidator, in relation to a Company

• Receiver, in relation to a Company

• Registrar of Companies (or Registrar)

• Supervisor, in relation to a Voluntary Arrangement for a Company

• Unable to Pay its Debts, in relation to a Company or Recognised Company

• Voluntary Arrangement

• Voluntary Winding Up

• Writing.

1.5.3 Subject to subrule 1.5.2, terms used in these Rules (other than terms defined in Schedule 4 or the AIFC Insolvency Regulations) have the same meanings as they have, from time to time, in the AIFC Companies Regulations or the AIFC Companies Rules, or the relevant provisions of those Regulations, unless the contrary intention appears. Note: For definitions in the AIFC Companies Regulations applying to these Rules, see Schedule 1 of those Regulations. The definitions in that Schedule relevant to these Rules include the following:

• Acting Law of the AIFC

• Articles of Association

• Share

• Shareholder.

Note: For definitions in the AIFC Companies Rules applying to these Rules, see Schedule 4 of those Rules. The definitions in that Schedule relevant to these Rules include the following:

• Cell

• Cell Receiver

• Cell Receivership Order

• Cell Shares

• Cell Transfer Order

• Cellular Assets

• Protected Cell Company

• Non-Cellular Assets

1.6. Administration of these Rules

These Rules are administered by the Registrar of Companies.

2.1. Preparation of proposal etc.

2.1.1. If the Directors of a Company wish to propose a Voluntary Arrangement under section 8 (Company arrangements) of the AIFC Insolvency Regulations, the Directors must appoint an Insolvency Practitioner under thatsection asthe Nominee and prepare and give to the Nominee a proposal that includes the following matters:

1. (a) an estimate of the value of the Company’s assets (other than assets that are Excluded Property);
2. (b) a statement of the extent (if any) to which those assets are secured in favour of the Company’s creditors;
3. (c) a statement of the extent (if any) to which particular assets of the Company are to be excluded from the arrangement;
4. (d) particulars of any property, other than assets of the Company itself, that is proposed to be included in the arrangement, the source of the property, and the terms on which it is to be made available for inclusion;
5. (e) a statement of the nature and amount of the Company’s liabilities (other than liabilities in relation to Excluded Property) and, so far as it is within the Directors’ immediate knowledge, how those liabilities are proposed to be met, modified, postponed or otherwise dealt with under the arrangement, and, in particular:
6. (i) how it is proposed to deal with Preferential Creditors and creditors of the Company who are, or claim to be, secured; and

(ii) how Persons connected with the Company who are creditors are proposed to be treated under the arrangement; and

(iii) whether there are, to the Directors’ knowledge, any circumstances giving rise to the possibility that, if the Company were to go into liquidation, claims may be made under section 96 (Transactions at undervalue), 97 (Preferences) or 99 (Invalid security interests) of the AIFC Insolvency Regulations and, if any such circumstances exist, whether and, if so how, it is proposed under the arrangement to make provision for completely or partly indemnifying the Company in relation to the claims;

1. (f) for Excluded Property of the Company—the information mentioned in paragraphs (a), (b), (d) and (e);
2. (g) a statement of whether any, and, if so, what, guarantees have been given of the Company’s debts by other Persons, and, if there are any such guarantees, which of the guarantors are Persons connected with the Company;
3. (h) a statement of the proposed duration of the arrangement;
4. (i) information about the proposed dates of distributions to creditors and estimates of the amounts of the distributions;
5. (j) a statement of how it is proposed to deal with the claims of any Persons who do not consent to the arrangement;
6. (k) a statement of the amount proposed to be paid to the Nominee for remuneration and expenses;
7. (l) a statement of how it is proposed that the Supervisor of the arrangement should be remunerated and the Supervisor’s expenses defrayed;
8. (m) a statement of whether, for the purposes of the arrangement, any guarantees are to be offered by Directors, or other Persons and, if so, whether any Security Interest is to be given or sought;
9. (n) a statement of how funds held for the purposes of the arrangement are to be banked, invested, or otherwise dealt with, pending distribution to creditors;
10. (o) a statement of how funds held for the purpose of payment to creditors, and not paid to creditors on the termination of the arrangement, are to be dealt with;
11. (p) a statement of how the business of the Company is proposed to be conducted during the course of the arrangement;
12. (q) details of any further credit facilities that are intended to be arranged for the Company, and a statement of how the debts arising from them are to be paid;
13. (r) a statement of the Functions to be Exercised by the Supervisor of the arrangement;
14. (s) a statement of whether it is likely that there will be other proceedings in other jurisdictions.

2.1.2 If the Company is an Authorised Person, the Directors must obtain the consent of the AFSA before giving the proposal to the Nominee.

2.2. Statement of affairs for proposal

2.2.1 The Directors of the Company must, within 7 days after the day their proposal is given to the Nominee under rule 2.1 (Preparation of proposal etc.) or any longer time that the Nominee may allow, give the Nominee a statement of the Company’s affairs (the statement of affairs).

2.2.2 The statement of affairs must include particulars of the matters mentioned in Schedule 3 (Required content for statement of affairs).

2.2.3 The statement of affairs must be made up to a date not earlier than 2 weeks before the day the proposal is given to the Nominee. However, the Nominee may allow an extension of that period to the nearest practicable date (not earlier than 2 months before that day).

2.2.4 Two or more Directors of the Company (or, if the Company has only 1 Director, the Director) must certify that the statement of affairs is correct to the best of the Directors’ (or Director’s) knowledge and belief.

2.3. Nominee may ask for additional information in relation to proposal

The Nominee may ask the Directors oftheCompany to provide any additional information that the Nominee considers necessary. The Directors must take all reasonable steps to comply with the request.

2.4. Calling meetings for proposed Voluntary Arrangement

2.4.1 Notice of a meeting called by the Nominee under section 10 (Calling of meetings for Voluntary Arrangement proposal) of the AIFC Insolvency Regulations must be accompanied by the following:

1. (a) a copy of the Directors’ proposal;
2. (b) a copy of the statement of affairs given to the Nominee under rule 2.2 (Statement of affairs for proposal) or, if the Nominee considers appropriate, a summary of it;
3. (c) the Nominee’s comments on the proposal.

2.4.2 A summary under subrule 2.4.1(b) must include a list of creditors and the amounts of their debts.

2.5. Majority required at creditors meeting for proposed Voluntary Arrangement

At the meeting of the Company’s creditors called under section 10 (Calling of meetings for Voluntary Arrangement proposal) of the AIFC Insolvency Regulations, a resolution approving any proposal or modification is taken to have been passed only if it is passed by a majority of more than three-quarters in value of the creditors present in person or by Proxy and voting on the resolution

2.6. Handover of property to Supervisor etc.

2.6.1 If an approved Voluntary Arrangement for the Company takes effect under section 12 (Effect of approval of Voluntary Arrangement proposal) of the AIFC Insolvency Regulations, the Directors, and other Persons connected with the Company with power to do so, must immediately do everything necessary to give the Supervisor possession of the assets included in the Voluntary Arrangement and, if applicable, give the Supervisor control of any Excluded Property included in the Voluntary Arrangement.

2.6.2 If the Company is in liquidation, the Supervisor must on taking possession of the assets either discharge any amount due to the Liquidator by way of remuneration or on account of fees, costs, charges and expenses properly incurred and payable under the AIFC Insolvency Regulations or these Rules or, before taking possession, give the Liquidator a written undertaking to discharge any amount due out of the first realisation of assets.

2.6.3 The Supervisor has a Security Interest in the assets (other than any Excluded Property) included in the Voluntary Arrangement for payment of any amount due to the Liquidator, subject only to the deduction from realisations by the Supervisor of the proper costs and expenses of the realisations.

2.6.4 The Supervisor must, from time to time, out of the realisation of assets (other than any Excluded Property) discharge all guarantees properly given by the Liquidator for the benefit of the Company and must pay all of the Liquidator’s expenses.

2.7. Supervisor’s duties in relation to Excluded Property

2.7.1 If the Company’s assets or liabilities include Excluded Property, the Supervisor of the Voluntary Arrangement must comply with any requirements applying to the Company under the AIFC Personal Property Regulations or any AFSA Rules in relation to the Excluded Property.

2.7.2 Without limiting subrule 2.7.1, the Supervisor must comply with any instruction made under section 37 (Right of Transfer against insolvent Investment Intermediary) of the AIFC Personal Property Regulations.

2.8. Supervisor’s accounts and reports

2.8.1 The Supervisor of the Voluntary Arrangement for the Company must keep accounts and records of the Supervisor’s acts and dealings in and in connection with the Voluntary Arrangement, including records of all receipts and payments

2.8.2 The Supervisor must, not less often than once in every 12 months beginning with the date of the Supervisor’s appointment, prepare an abstract of all receipts and payments of the Supervisor in and in connection with the Voluntary Arrangement, and send copies of it, accompanied by the Supervisor’s comments on the progress and efficacy of the arrangement, to the following:

• (a) the Court;
• (b) the Registrar of Companies;
• (c) the Company;
• (d) all of the Company’s creditors who are bound by the arrangement;
• (e) the members of the Company who are bound by the arrangement;
• (f) if the Company is not in liquidation—the Company’s auditors.

2.8.3 However, if in any12-month period the Supervisor makes no payments, and has no receipts, in or in connection with the Voluntary Arrangement, the Supervisor must at the end of that period send a statement to that effect to all the Persons mentioned in subrule 2.8.2.

2.9. Fees, costs, charges and expenses for Voluntary Arrangement

The fees, costs, charges and expenses that may be incurred for any of the purposes of the Voluntary Arrangement are:

• (a) any disbursements made by the Nominee before the arrangement took effect, and any remuneration for the Nominee’s services agreed between the Nominee and the Company (or, as the case may be, the Administrator of the Company); and
• (b) any fees, costs, charges or expenses that:

(i) are in accordance with the terms of the arrangement; or

(ii) would be payable, or correspond to those that would be payable, in a winding up.

2.10. Completion or termination of Voluntary Arrangement

2.10.1 Not later than 28 days after the day of the completion or termination of the Voluntary Arrangement, the Supervisor must send to the creditors and members of the Company who were bound by it notice that the Voluntary Arrangement has been fully implemented or has terminated.

2.10.2 The notice must be accompanied by a copy of a report by the Supervisor summarising all receipts and payments made by the Supervisor in or in connection with the Voluntary Arrangement, explaining in relation to implementation of the arrangement any departure from the arrangement as it took effect, and, if the arrangement has terminated, explaining why the arrangement has terminated.

2.10.3 The Supervisor must, within the 28-day period mentioned in subrule 2.10.1, send a copy of the notice under that subrule and the report under subrule 2.10.2 to the Registrar of Companies and the Court.

2.10.4 The Supervisor may not vacate office until this rule has been complied with

3.1. Preparation of proposal by Directors to obtain a moratorium

3.1.1 If the Directors of a Company eligible for a moratorium under section 9 of the AIFC Insolvency Regulations intend to make a proposal for a Voluntary Arrangement and wish to take steps to obtain a moratorium for the Company, the Directors must prepare a proposal for the moratorium. The Document containing the proposal must explain why the Directors consider that a moratorium would be of benefit to creditors. The proposal may be accompanied by the supporting Documents that the Directors consider relevant. The proposal for the Voluntary Arrangement and the proposal for the moratorium may be made in the same Document.

3.1.2 The proposal for the moratorium and the supporting Documents (if any) must be given to the Nominee for the proposed Voluntary Arrangement or to a Person authorised to accept service of Documents on behalf of the Nominee. On receipt of the Documents, the Nominee must immediately acknowledgement receipt of them to the Directors. The acknowledgement must indicate the date the Documents were received by or on behalf of the Nominee.

3.1.3 The Nominee must apply to the Court for a moratorium. The Court may grant the application.

3.2. Advertisement and notice of beginning of moratorium

3.2.1 If the Court grants the Nominee’s application for a moratorium for the Company, the Nominee must, as soon as possible, advertise the coming into force of the moratorium once in the newspaper the Nominee considers most appropriate for ensuring that its coming into force comes to the notice of the Company’s creditors. The advertisement must specify the date the moratorium came into force.

3.2.2 The Nominee must, as soon as possible, also notify the Registrar of Companies, the Company, and any creditor of the Company of whose claim the Nominee is aware, of the coming into force of the moratorium. The notification must specify the date the moratorium came into force.

3.3. Advertisement and notice of end of moratorium

3.3.1 As soon as possible after the moratorium for the Company comes to an end, the Supervisor of the Voluntary Arrangement for the Company must advertise its coming to an end once in the newspaper the Supervisor considers most appropriate for ensuring that its coming to an end comes to the notice of the Company’s creditors. The advertisement must specify the date the moratorium came to an end.

3.3.2 The Supervisor must, as soon as possible, also notify the Registrar of Companies, the Court, the Company, and any creditor of the Company of whose claim the Supervisor is aware, of the moratorium coming to an end. The notification must specify the date the moratorium came to an end.

3.4. Eligibility for moratorium

3.4.1 A Company is eligible for a moratorium under section 9 (Moratorium) of the AIFC Insolvency Regulations unless:

• (a) it is an Authorised Person and:

(i) effects or carries out contracts of insurance; or

(ii) accepts deposits; or

(iii) is an Investment Intermediary; or

(iv) holds Money to which any AFSA Rules relating to the holding of client Money apply; or

• (b) it is the debtor under a Security Interest of a type prescribed under the AIFC Security Rules for this paragraph; or
• (c) it or any of its property is subject to the business rules of an Authorised Market Institution; or
• (d) it is the subject of any kind of Insolvency Proceedings; or
• (e) it has incurred any liability under an agreement of US$20 million or more; or
• (f) it is a party to a capital market arrangement.

3.4.2 For subrule 3.4.1, an arrangement is a capital market arrangement if, under the arrangement:

• (a) a party to the arrangement has issued securities (within the meaning given by the AIFC Security Regulations); and
• (b) any of the following conditions is satisfied:

(i) a Person holds a Security Interest as nominee or agent for a Person who holds the securities;

(ii) at least one party guarantees or provides a Security Interest in relation to the performance of obligations of another party;

(iii) the arrangement involves a Future.

3.5. Effect of moratorium

During the period for which a moratorium is in force for a Company:

• (a) no petition may be presented for the winding up of the Company; and
• (b) no meeting of the Company may be called or requested, except with the consent of the Supervisor or with the leave of the Court and subject to the terms that the Court may decide; and
• (c) no resolution may be passed or order made for the winding up of the Company; and
• (d) no application may be made for the appointment of an Administrator for the Company, and no Administrator of the Company may be appointed; and
• (e) no lessor or other Person to whom rent is payable may exercise any right of forfeiture in relation to premises let to the Company for a Failure by the Company to comply with its tenancy of the premises, except with the leave of the Court and subject to the terms that the Court may decide; and
• (f) no other steps may be taken to enforce any Security Interest in the Company’s property, or to repossess goods in the Company’s possession under any hire-purchase agreement, except with the leave of the Court and subject to the terms the Court may decide, and
• (g) no other proceedings, and no execution or other legal process, may be commenced or continued, and no distress may be levied, against the Company or its property, except with the leave of the Court and subject to the terms that the Court may decide.

3.6. Security Interests in moratorium

3.6.1 If a moratorium is in force for a Company, a Secured Party under a Security Interest over substantially all of the property of the Company must not take any step to enforce the Security Interest until the moratorium has come to an end.

3.6.2 If a Security Interest is granted by a Company at a time when a moratorium is in force for the Company, the Security Interest may only be enforced if, at that time, there were reasonable grounds for believing that it would benefit the Company.

3.7. Requirements for invoices, obtaining credit etc. in moratorium

3.7.1 This rule applies in relation to a Company if a moratorium is in force for the Company.

3.7.2 Every invoice, order for goods, or business letter, issued by or on behalf of the Company, and on or in which the Company’s name appears, must also contain the Supervisor’s name and a statement that a moratorium is in force for the Company.

3.7.3 The Company must not obtain credit of US$500 or more from a Person who has not been told that a moratorium is in force for the Company.

3.7.4 The reference in subrule 3.7.3 to the Company obtain credit includes a reference to the following cases:

• (a) if goods are bailed to the Company under a hire-purchase agreement, or goods are agreed to be sold to the Company under a conditional sale agreement;
• (b) if the Company is paid in advance (whether or not in money) for the supply of goods or services.

3.7.5 The Company may only dispose of any of its property otherwise than in the ordinary course of business if:

• (a) there are reasonable grounds for believing that the disposal will benefit the Company, and
• (b) the disposal is approved by the Supervisor

3.7.6 The Company may only make a payment in relation to any debt or other liability of the Company in existence before the beginning of the moratorium if:

• (a) there are reasonable grounds for believing that the payment will benefit the Company, and
• (b) the payment is approved by the Supervisor.

3.7.7 Subrule 3.7.6 does not apply to a payment of any fees or costs, or to any reimbursement of expenses, expressly permitted under these Rules.

3.7.8 If any property of the Company is subject to a Security Interest, the Company may dispose of the property free of any interest of the Secured Party if the Secured Party consents or the Court gives leave.

3.7.9 Subrule 3.7.8 does not affect any right that the Secured Party may have in relation to the proceeds of the disposal of the property.

3.7.10 If any goods are in the Company’s possession under a hire-purchase agreement, the Company may dispose of the goods free of any interest of the owner of the goods if the owner consents or the Court gives leave.

3.7.11 A consent or leave under subrule 3.7.8 or 3.7.10 may be given on the condition that:

• (a) the net proceeds of the disposal; and
• (b) if the net proceeds are less than the amount that may be agreed, or decided by the Court, to be the net amount that would be realised on a sale of the property or goods in the open market by a willing vendor—the amount necessary to make good the difference; must be applied towards discharging the amount secured by the Security Interest or payable under the hire-purchase agreement.

3.7.12 If the condition under subrule 3.7.11 relates to 2 or more Security Interests, the condition is taken to require the proceeds and amounts mentioned in that subrule to be applied towards discharging the amounts secured by the Security Interests in the order of their priorities.

3.7.13 The Company must not enter into any transaction, or give any Security Interest, subject to the business rules of an Authorised Market Institution.

3.7.14 The fact that the Company enters into a transaction in Contravention of this rule does not:

• (a) make the transaction void; or
• (b) make it to any extent unenforceable by or against the Company.

4.1. Types of receivership etc.

The types of receivership and the Functions of Receivers and Administrative Receivers are as set out in section 14 (Appointment and Functions of Receivers and Administrative Receivers) of the AIFC Insolvency Regulations.

4.2. Application of Rules to Company with Administrative Receiver

These Rules apply to a Company in Administration as if:

• (a) the Exercise of the Administrative Receiver’s Functions in relation to the Company were the winding up of the Company; and
• (b) all other necessary changes were made.

4.3. Notice of appointment etc.

4.3.1 If a Person is appointed as a Receiver or Administrative Receiver for a Company, the Person must publish once, in the newspaper the Person considers most appropriate for ensuring that it comesto the notice of the Company’s creditors, a notice that includes the following information:

• (a) the registered name of the Company, as at the date of the appointment, and its registered number;
• (b) any other name with which the Company has been registered in the 12 months before that date;
• (c) any name under which the Company has traded at any time in those 12 months, if the name is substantially different from its then registered name;
• (d) the Person’s name and address, and the date of the Person’s appointment;
• (e) the name of the Person by whom the appointment was made;
• (f) the date of the instrument appointing the Person, and a brief description the Person’s Functions under the instrument;
• (g) if the Person is appointed as a Receiver—a brief description of the property of the Company over which the Person is appointed as a Receiver.

4.3.2 If the Company is an Authorised Person, the Person must also immediately notify the AFSA in Writing of the appointment and must not Exercise any of the Person’s Functions as Receiver or Administrative Receiver unless the AFSA as given its prior Written consent to the Exercise of the Functions.

4.4. Requirement to prepare statement of affairs etс.

4.4.1 An Administrative Receiver of a Company may require a statement of the Company’s affairs (the statement of affairs) to be prepared and given to the Administrative Receiver by the Directors of the Company and by the other Persons that the Administrative Receiver considers should be made responsible for the statement of affairs.

4.4.2 If the Administrative Receiver decides to require the statement of affairs to be prepared, the Administrative Receiver must, by notice given to each Director and other Person mentioned in subrule 4.4.1, require them to prepare the statement of affairs, and give it to the Administrative Receiver, within the period specified in the notice.

4.4.3 The statement of affairs prepared under this rule must include particulars of the matters mentioned in Schedule 3 (Required content for statement of affairs).

4.4.4 A Person making or contributing to the statement of affairs must be allowed, and paid by the Administrative Receiver out of the Administrative Receiver’s receipts, any expenses incurred by the Person in doing so that the Administrative Receiver considers reasonable.

4.5. Creditors committee

If a creditors committee is not established under section 22(1) (Creditors committee) of the AIFC Insolvency Regulations for a Company for which an Administrative Receiver is appointed, the Administrative Receiver may appoint a creditors committee for the Company.

4.6. Disposal of charged property

If the Court makes an order under section 18 (Power of Administrative Receiver to dispose of charged property) of the AIFC Insolvency Regulations in relation to property of a Company that is subject to a Security Interest, the Administrative Receiver of the Company must, as soon as possible, give notice of the order to the Person who is the holder of the Security Interest if the Person was not a party to the proceeding in which the order was made.

4.7. Receiver’s duties in relation to Excluded Property etc.

4.7.1 A Receiver or Administrative Receiver of a Company whose assets or liabilities include Excluded Property must comply with any requirements applying to the Company under the AIFC Personal Property Regulations, or any AFSA Rules, in relation to the Excluded Property.

4.7.2 Without limiting subrule 4.7.1, the Receiver or Administrative Receiver must comply with any instruction made under section 37 (Right of Transfer against insolvent Investment Intermediary) of the AIFC Personal Property Regulations.

4.8. Abstracts of receipts and payments by Administrative Receiver

An Administrative Receiver of a Company must prepare an abstract of all receipts and payments as Administrative Receiver, and send it to the Registrar of Companies, the Company and the Person by whom the Administrative Receiver was appointed:

• (a) within 2 months after the end of the period of 12 after the date of the Administrative Receiver’s appointment, and after every subsequent period of 12 months; and
• (b) within 2 months after ceasing to be Administrative Receiver.

4.9. Resignation of Receiver or Administrative Receiver

4.9.1 A Receiver or Administrative Receiver of a Company (the receiver) may resign by giving noticeof the resignation in accordance with this rule.

4.9.2 The notice must be given to each of the following:

• (a) the Person by whom the receiver was appointed;
• (b) the Company or, if it is then in liquidation, its Liquidator;
• (c) if the Company has a creditors committee—the members of the committee.

4.9.3 The notice must specify the date the resignation is to take effect. The date specified must not be earlier than 7 days after the day the notice is given to each of the Persons mentioned in subrule 4.9.2 or, if the notice is given to them on 2 or more different days, the last of those days.

5.1. Disapplication of provisions of Part 5 for Voluntary Winding Up

5.1.1 If a Company is subject to a Members Voluntary Winding Up, only the following provisions of Part 5 (Winding up) apply in relation to the winding up:

1. (a) rules 5.6 to 5.8;
2. (b) rules 5.16 to 5.30;
3. (c) rule 5.53.

5.1.2 If a Company is subject to a Creditors Voluntary Winding Up, the following provisions of Part 5 do not apply in relation to the winding up:

1. (a) rules 5.2 to 5.5;
2. (b) rule 5.10;
3. (c) rule 5.11.

5.2. Statutory demand

5.2.1 A written demand served by a creditor on a Company under section 50(1)(a) of the AIFC Insolvency Regulations is called the statutory demand.

5.2.2 The statutory demand must be dated, and be signed either by the creditor personally or by a Person stating that the Person is authorised to make the demand on the creditor’s behalf.

5.2.3 The statutory demand must state the amount of the Debt then due and how it arises, include an explanation of the purpose of the demand, and state that, if the demand is not complied with, proceedings may be commenced for the winding up of the Company.

5.2.4 The statutory demand must provide information about how the Debt may be paid, and give information about a Person whom the Company can contact, including an address and telephone number.

5.3. Presentation of winding up petition etc.

5.3.1 A winding up order under section 49 (Circumstances in which Company may be wound up by Court) of the AIFC Insolvency Regulations may be made by the Court on the presentation of a petition by a Person permitted to present the petition.

5.3.2 For section 51 (Application for winding up) of the AIFC Insolvency Regulations, if a Company is an Authorised Person, the AFSA may also make an application to the Court for the winding up of the Company.

5.3.3 A petition for the winding up of a Company must be filed in the Court and, if the petitioner is not the Company, must be served on the Company.

5.3.4 If the Company is an Authorised Person and the petitioner is not the AFSA, the petitioner must serve a copy of the petition on the AFSA.

5.3.5 If, to the petitioner’s knowledge, an Administrative Receiver or Receiver has been appointed in relation to assets of the Company, the petitioner must serve a copy of the petition on the Administrative Receiver or Receiver.

5.3.6 If the Company intends to oppose the petition, it must notify the Court of its intention not later than 7 days before the date fixed for the hearing.

5.4. Advertisement of petition

Unless the Court otherwise directs, the petitioner must, not later than 7 business days after the day the petition is served on the Company, advertise the presentation of the petition in the newspaper the petitioner considers most appropriate for ensuring that the presentation of the petition comes to the notice of the Company’s creditors and members.

5.5. Notice of winding up order and appointment of Provisional Liquidator

5.5.1 If a winding up order is made for a Company, the Court must, as soon as possible, give notice of the making of the order to the Company, the petitioner (if the Company is not the petitioner), the AFSA (if the Company is an Authorised Person and the AFSA is not the petitioner) and any other Person represented at the hearing of the petition.

5.5.2 The Court must also publish notice of the making of the order once in the newspaper the Court considers most appropriate for ensuring that the making of the order comes to the notice of the Company’s creditors and members.

5.6. Requirement to prepare statement of affairs etc.

5.6.1 The Liquidator may require a statement of the Company’s affairs (the statement of affairs) to be prepared and given to the Liquidator by the Directors of the Company and by the other Persons that the Liquidator considers should be made responsible for the statement of affairs.

5.6.2 If the Liquidator decides to require the statement of affairs to be prepared, the Liquidator must, by notice given to each Director and other Person mentioned in subrule 5.6.1, require them to prepare the statement of affairs, and give it to the Liquidator, within the period specified in the notice.

5.6.3 The statement of affairs prepared under this rule must include particulars of the matters mentioned in Schedule 3 (Required content for statement of affairs).

5.6.4 The Liquidator must make the statement of affairs publicly available. However, the Liquidator is not required to make the statement, or any part of it, publicly available if the Liquidator considers that the publication of the statement, or that part of it, might reduce the amount recovered in the liquidation.

5.6.5 The Liquidator may agree to authorise an allowance, payable out of the assets of the Company, towards expenses incurred in preparing the statement of affairs.

5.7. Access of Liquidator to accounts etc.

5.7.1 The Liquidator of a Company is entitled to demand access to, and copies of, the accounts, books and records of the Company for the period the Liquidator considers necessary.

5.7.2 If a Person is required to provide accounts to the Liquidator, the Liquidator may authorise an allowance, payable out of the assets of the Company, towards expenses incurred by the Person in employing others to assist the Person to prepare the accounts.

5.8. Liquidator may require further disclosure

The Liquidator may, at any time, require any Person to provide information, in Writing, amplifying, modifying or explaining any matter contained in any statement of affairs or accounts prepared, or given to the Liquidator, (however described) under the AIFC Insolvency Regulations or these Rules.

5.9. General rule about reporting

5.9.1 The Court may, on the Liquidator’s application, relieve the Liquidator of any duty of the Liquidator under these Rules, or authorise the Liquidator to perform the duty in a way different to the way required under these Rules.

5.9.2 In considering an application under subrule 5.9.1, the Court must have regard to the cost of carrying out the relevant duty, the amount of the assets of the Company available, and the extent of the interest of creditors or members or any particular class of them.

5.10. First meetings of creditors and contributories

5.10.1 If, under section 57(1) (Choice of Liquidator by Court or meetings of creditors and contributories) of the AIFC Insolvency Regulations, the Liquidator decides to call meetings of the Company’s creditors and contributories to nominate a Person to be liquidator of the Company, the Liquidator must fix the Venue for each meeting. The meetings must be fixed to be held no later than 4 months after the date of the winding up order.

5.10.2 The notice to creditors must specify a time and date, not more than 4 days before the date fixed for the meeting, by which they must lodge their Proofs to be entitled to vote at the meeting and by which they must lodge any Proxies for the meeting. The notice to contributories must specify a date and time, not more than 4 days before the date fixed for the meeting, by which they must lodge any Proxies for the meeting.

5.10.3 Notice of the meetings must also be given by public advertisement.

5.10.4 The meetings (if any) called by the Liquidator under this rule are respectively referred to as the First Meeting of Creditors and the First Meeting of Contributories.

5.10.5 If the Company is an Authorised Person, a copy of the notice to creditors must also be given to the AFSA.

5.11. First Meeting of Creditors and First Meeting of Contributories

5.11.1 At the First Meeting of Creditors, only the following resolutions may be taken:

• (a) a resolution to appoint a named Official Liquidator to be the Liquidator or to appoint 2 or more Official Liquidators as joint Liquidators;
• (b) a resolution to appoint a liquidation committee;
• (c) unless liquidation committee has been appointed, a resolution specifying the terms on which the Liquidator is to be remunerated, or to defer consideration of that matter;
• (d) if 2 or more Persons are appointed to act jointly as the Liquidators—a resolution specifying whether acts are to be done by both or all of them, or by only one and, if so, which oneof them;
• (e) a resolution authorising payment out of the assets of the Company, as an expense of the liquidation, of the cost of calling and holding the meeting;
• (f) a resolution to adjourn the meeting for not longer than 3 weeks;
• (g) any other resolution that the chair of the meeting considers should, for special reasons, be allowed.

5.11.2 Subrule 5.11.1 also applies, with any necessary changes, to the First Meeting of Contributories, but that meeting must not pass any resolution to the effect of the resolutions mentioned in subrule 5.11.1(c) or (e).

5.11.3 Rule 5.11.1, except paragraph (e), applies, with any necessary changes, to a meeting of creditors called under section 35 (Effect of Company’s insolvency) or section 38 (Meeting of creditors) of the AIFC Insolvency Regulations.

5.12. Report by Directors updating statement of affairs

5.12.1 If, at any meeting, the statement of the Company’s affairs presented to the meeting does not state the Company’s affairs as at the date of the meeting, the Directors of the Company must cause to be made to the meeting, either by a Director or another Person with knowledge of the relevant matters, a report (whether written or oral) on any material transactions relating to the Company happening between the date of the making of the statement and that of the meeting.

5.12.2 Any report under subrule 5.12.1 must be recorded in the minutes of the meeting

5.13. Specific provisions about creditors meetings in liquidation

5.13.1 This rule applies in relation to a meeting of creditors in the winding up of a Company.

5.13.2 For a resolution for the appointment of the Liquidator:

1. (a) if there is more than 1 Official Liquidator nominated, and one of them has a clear majority over the others together—that Official Liquidator is appointed; and
2. (b) in any other case—the chair of the meeting must continue to take votes (disregarding at each vote any nominee who has withdrawn and, if no nominee has withdrawn, the nominee who obtained the least support last time), until a clear majority is obtained for a nominee.

5.13.3 The chair may at any time put to the meeting a resolution for the joint appointment of any 2 or more nominees.

5.13.4 If a resolution is proposed that affects a Person in relation to the Person’sremuneration or conduct as Liquidator, or as proposed or former Liquidator, the vote of the Person, and of any partner or employee of the Person, must not be counted in the majority required for passing the resolution. This subrule applies in relation to a vote given by a Person (whether personally or by Proxy) either as creditor or member or as the holder of a Proxy for a creditor or member.

5.13.5 Subject to rule 5.14 (Admission and rejection of Proofs at creditors meetings), a Person is entitled to vote as a creditor only if:

1. (a) a Proof of the creditor’s Debt has been duly lodged (in a winding up by the Court, by the time and date stated in the notice of the meeting) and the claim has been admitted under that rule for the purpose of entitlement to vote; and
2. (b) any Proxy necessary for that entitlement has been duly lodged by the time and date stated in the notice of the meeting.

5.13.6 However, the Court may, in exceptional circumstances, by order declare that the creditors, or

the creditors of any class, are entitled to vote at creditors meetings without being required to Prove their Debts.

5.13.7 If a creditor is entitled to vote at creditors meetings under subrule 5.13.6, the Court may, on the application of the Liquidator, make the consequential orders that it considers appropriate (for example, an order treating a creditor as having Proved the creditor’s Debt for the purpose of permitting payment of a dividend).

5.13.8 Also, a creditor must not vote in relation to a Debt for an unliquidated amount, or a Debt with an unascertained value, unless the chair of the meeting agrees to put an estimated minimum value on the Debt for the purpose of entitlement to vote and admits the Proof for that purpose.

5.13.9 In addition, a secured creditor is entitled to vote only in relation to the balance (if any) of the creditor’s Debt after deducting the value of the creditor’s Security Interest as estimated by the creditor.

5.13.10 The chair of the meeting may also allow a creditor to vote even though the creditor has Failed to comply with subrule 5.13.5, if satisfied that the failure was caused by circumstances beyond the creditor’s control.

5.14. Admission and rejection of Proofs at creditors meetings

5.14.1 At any creditors meeting for a Company, the chair of the meeting may admit or reject, all or any part of, a creditor’s Proof for the purpose of the creditor’s entitlement to vote.

5.14.2 Any creditor or member of the Company may appeal to the Court against a decision of the meeting chair under this rule.

5.14.3 If the chair of the creditors meeting is in doubt about whether a creditor’s Proof should be admitted or rejected, the chair must mark it as objected to and allow the creditor to vote, subject to the vote being subsequently declared invalid.

5.14.4 If on an appeal a decision of the chair isreversed or varied, or a creditor’s vote is declared invalid, the Court may order that another meeting be called or make any other order that it considers just. However, the Court may make an order under this subrule only if it considers that there has been unfair prejudice or material irregularity.

5.14.5 The chair of the meeting is not personally liable for costs incurred by any Person in relation to an appeal under this rule.

5.15. Additional meeting provisions for Authorised Persons

5.15.1 This rule applies if a Company that is an Authorised Person Goes into Liquidation or proposes to Go into Liquidation.

5.15.2 The Directors of the Company must give notice of any meeting of the Company at which it is intended to propose a resolution for its winding up to the AFSA, and any other regulator that the AFSA may require by notice to the Company, (the Authorities).

5.15.3 If a creditors meeting is called by the Liquidator, the Liquidator must give notice of the meeting to the Authorities.

5.15.4 If the Company is being wound up by the Court, the Liquidator must give notice of the First Meeting of Creditors and the First Meeting of Contributories to the Authorities.

5.15.5 If, in the winding up (whether voluntary or by the Court), a meeting of creditors or members of the Company is called for the purpose of:

• (a) receiving the Liquidator’s resignation; or
• (b) removing the Liquidator; or
• (c) appointing a new Liquidator; the Convener of the meeting must give notice of the meeting to the Authorities.

5.15.6 If the Authorities are entitled to be given notice of a meeting under this rule, the Authorities are entitled to be represented at the meeting. If the Authorities (or any of them) are to compensate any creditor of the Company, they are entitled to exercise the creditor’s vote. If the AFSA has decided to compensate a creditor for only part of the creditor’s claim, that part is taken to be a separate claim and this subrule applies in relation to it.

5.16. Proof of Debts in liquidation

5.16.1 If a Company is being wound up, a Person claiming to be a creditor of the Company and wishing to recover the Person’s Debt, in whole or part, must submit a Written claim to the Liquidator. A creditor who makes a claim is referred to as Proving the creditor’s Debt, and a Document by which the creditor seeks to establish the creditor’s claim is the creditor’s Proof. A creditor’s Proof may be in any form.

5.16.2 If a Company was in Administration immediately before the commencement of its winding up, a creditor proving in the Administration is taken to have Proved in the winding up.

5.16.3 The following matters must be stated in a creditor’s Proof of Debt:

• (a) the creditor’s name and address and, if the creditor is a Company, its company registration number or equivalent;
• (b) the total amount of the creditor’s claim (including any sales or value added tax) as at the date the Company Went into Liquidation;
• (c) whether or not that amount includes outstanding uncapitalised interest;
• (d) particulars of how and when the Debt was incurred by the Company;
• (e) particulars of any Security Interest held, the date it was given, and the value that the creditor puts on it;
• (f) details of any reservation of title in relation to goods to which the Debt relates;
• (g) if the Proof is not signed personally by the creditor—the name, address and authority of the Person signing the Proof.

5.16.4 The Proof must specify any Documents by reference to which the creditor’s Debt can be substantiated.

5.16.5 A Person who is the Liquidator, or the Convener or chair of any meeting, may call for any Document or other evidence to be produced to the Person, if the Person considers it necessary for the purpose of substantiating the whole or any part of the claim made in the Proof.

5.16.6 A Person who is affected by a decision of the Convener or chair of a meeting under this rule may appeal to the Court against the decision.

5.17. Particulars of creditor’s claim

5.17.1 A Person who is the Liquidator, or the Convener or chair of any meeting, in the winding up of a Company may, if the Person considers it necessary for the purpose of clarifying or substantiating the whole or any part of a claim made in a creditor’s Proof, call for details of any matter mentioned in rule 5.16.3 (Proof of Debtsin liquidation), or for the production to the Person of the Documents or other evidence that the Person may require.

5.17.2 Every creditor bears the cost of Proving the creditor’s own Debt, including the cost of providing any Documents or evidence under subrule 5.17.1. However, costs incurred by the Liquidator in estimating the value of any Debt under rule 5.22 (Debts without a certain value) are payable out of the assets, as an expense of the liquidation.

5.17.3 A Person who is affected by a decision of the Convener or chair of a meeting under this rule may appeal to the Court against the decision.

5.18. Liquidator must allow inspection of Proofs

The Liquidator in the winding up of a Company must, while Proofs given to the Liquidator are in the Liquidator’s possession, allow them to be inspected, at all reasonable times on any business day, by any of the following Persons:

• (a) any creditor who has submitted the creditor’s Proof (unless the Proof has been completely rejected for purposes of dividend or otherwise);
• (b) any member of the Company;
• (c) any Person acting on behalf of a Person mentioned in paragraph (a) or (b).

5.19. Admission and rejection of Proofs for dividend

5.19.1 A creditor’s Proof in the winding up of a Company may be admitted for a dividend either for the whole amount claimed by the creditor or for part of that amount.

5.19.2 If the Liquidator rejects a Proof in whole or part, the Liquidator must, as soon as possible, give the creditor Written reasons for the rejection.

5.20. Appeal against decision on Proof

5.20.1 This rule applies to a decision of the Liquidator under rule 5.19 (Admission and rejection of Proofs for dividend) in the winding up of a Company to admit or reject the Proof of a creditor in whole or part (including any decision on the question of preference).

5.20.2 If the creditor is dissatisfied with the Liquidator’s decision, the creditor may apply to the Court for the decision to be reversed or varied. The application must be made within 21 days after the creditor is given reasons for the decision under rule 5.19.2.

5.20.3 If a member or any other creditor of the Company is dissatisfied with the Liquidator’s decision, the member or creditor may apply to the Court for the decision to be reversed or varied. The application must be made within 21 days after the day the member or creditor becomes aware of the Liquidator’s decision.

5.21. Withdrawal or variation of Proof

A creditor’s Proof in the winding up of a Company may at any time be withdrawn, or the amount claimed in the Proof varied, by agreement between the creditor and the Liquidator.

5.22. Debts without a certain value

5.22.1 In the winding up of a company, the Liquidator must estimate the value of any Debt that does not have a certain value because it is subject to a contingency or for any other reason. The Liquidator may revise any previous estimate to take account of any change of circumstances or information that has become available to the Liquidator.

5.22.2 The Liquidator must tell the creditor about the estimate and any revision of it.

5.22.3 If the value of a Debt is estimated under this rule or by the Court, the amount provable in the winding up for the Debt is amount of the estimate for the time being.

5.23. Secured creditors

5.23.1 If a secured creditor realises the secured creditor’s Security Interest, the secured creditor may Prove for the balance of the Debt, after deducting the amount realised.

5.23.2 If a secured creditor voluntarily surrenders the secured creditor’s Security Interest for the general benefit of creditors, the secured creditor may Prove for the whole Debt, as if it were unsecured.

5.24. Discounts

In the winding up of a Company, a creditor’s claim must be reduced by all trade and other discounts (other than any discount for immediate, early or cash settlement) that would have been available to the Company if it were not in liquidation.

5.25. Mutual credits and set-off

5.25.1 This rule applies if, before a Company Goes into Liquidation, there have been mutual credits, mutual Debts or other mutual dealings between the Company and any creditor of the Company Proving or claiming to Prove for a Debt in the liquidation. However, if the Company is an Authorised Market Institution, this rule is subject to the business rules of the Authorised Market Institution.

5.25.2 The reference in subrule 5.25.1 to mutual credits, mutual Debts or other mutual dealings does not include:

1. (a) any Debt of a creditor arising out of an obligation incurred when the creditor had actual notice:
2. (i) that a meeting of creditors had been called under section 38 (Meeting of creditors) of the AIFC Insolvency Regulations; or

(ii) that a petition for the winding up of the Company was pending; or

1. (b) any Debt of a creditor arising out of an obligation if:
2. (i) the Company was in Administration immediately before the commencement of the winding up; and

(ii) when the obligation was incurred, the creditor had actual notice that an application for the appointment of an Administrator was pending or that a Person had given notice of intention to appoint an Administrator; or

1. (c) any Debt of a creditor arising out of an obligation incurred while the Company was in Administration if the Company was in Administration immediately before the commencement of the winding up; or
2. (d) any Debt acquired by a creditor, by assignment or otherwise, under an agreement between the creditor and any other Person if the agreement was entered into:
3. (i) after the Company Went into Liquidation; or

(ii) when the creditor had actual notice that a meeting of creditors of the Company had been called under the AIFC Insolvency Regulations; or

(iii) when the creditor had actual notice that a winding up petition for the Company was pending; or

(iv) if the Company was in Administration immediately before the commencement of the winding up—when the creditor had actual notice that an application for an order to appoint an Administrator was pending or a Person had given notice of intention to appoint an Administrator; or

1. (v) during a time when the Company was in Administration if the Company was in Administration immediately before the commencement of the winding up; or
2. (e) any credit, Debt or dealing in Excluded Property.

5.25.3 An account must be taken of what is due from each party to the other in relation to the mutual dealings, and the amounts due from one party must be set off against the amounts due from the other.

5.25.4 An amount is taken to be due to or from the Company for subrule 5.25.3 whether:

1. (a) it is payable at present or in the future; or
2. (b) the obligation under which it is payable is certain or contingent; or
3. (c) its amount is fixed or liquidated, or is estimated under rule 5.22, or can be ascertained by fixed rules or as a matter of opinion.

5.25.5 For subrule 5.24.3, credits and Debts arising under business rules to which section 38 (Insolvency of clearing and settlement intermediaries or Authorised Market Institutions) of the AIFC Personal Property Regulations applies must be determined in accordance with the business rules, despite any provision of these Rules to the contrary.

5.25.6 Rule 5.22 (Debts without a certain value) applies for this rule to any obligation to or from the Company that does not have a certain value because it is subject to a contingency or for any other reason.

5.25.7 Rules 5.26 (Debts in foreign currency), 5.27 (Payments of periodic nature) and 5.28 (Interest on Debts) apply for this rule in relation to any amounts due to the Company:

1. (a) that are payable in a currency other than US Dollars; or
2. (b) that are of a periodical nature; or
3. (c) that bear interest.

5.25.8 Rule 5.29 (Debts payable at future times) applies for this rule to any amount due to or from the Company that is payable in the future.

5.25.9 Only the balance (if any) of the account owed to the creditor is provable in the liquidation Alternatively, the balance (if any) owed to the Company must be paid to the Liquidator as part of the assets unless all or part of the balance results from a contingent or prospective Debt owed by the creditor and, if so, the balance (or the part of it that results from the contingent or prospective Debt) must be paid if and when the Debt becomes due and payable.

5.25.10 In this rule: obligation means an obligation however arising, whether under an agreement, rule of law or otherwise.

5.26. Debts in foreign currency

5.26.1 For the purpose of Proving a Debt incurred or payable in a currency other than United States Dollars, the amount of the Debt must be converted into United States Dollars at the official exchange rate on the day the Company Went into Liquidation or, if the Company was in Administration immediately before the commencement of the winding up, on the day the Company entered Administration.

5.26.2 In this rule: official exchange rate, for a day, means the middle exchange rate on the New York Foreign Exchange Market at the close of business as published for that day or, if there is not a published rate for that day, the rate that the Court determines.

5.27. Payments of periodical nature

5.27.1 For rent and other payments of a periodical nature, a creditor of the Company may Prove for any amounts due and unpaid up to the day the CompanyWent into Liquidation or, if the Company was in Administration immediately before the commencement of the winding up, up to the day the Company entered Administration.

5.27.2 If on that day any payment was accruing due, the creditor may Prove for so much of the payment as would have fallen due on that day, if accruing from day-to-day.

5.28. Interest on Debts

If a Debt Proved in the liquidation bears interest, the interest is provable as part of the Debt except so far as it is payable in relation to any period after the day that the Company Went into Liquidation or, if the Company was in Administration immediately before the commencement of the winding up, any period after the day the Company entered Administration.

5.29. Debts payable at future times

Subject to rule 5.45.8 (Distributing assets), a creditor may Prove for a Debt if payment of the Debt was not yet due on the day the Company Went into Liquidation or, if the Company was in Administration immediately before the commencement of the winding up, on the day the Company entered Administration

5.30. Secured creditors

5.30.1 A secured creditor may, with the agreement of the Liquidator or the leave of the Court, at any time alter the value that the creditor has put on creditor’s Security Interest in the creditor’s Proof.

5.30.2 If a secured creditor omits to disclose the creditor’s Security Interest in the creditor’s Proof, the secured creditor must surrender the Security Interest for the general benefit of creditors, unless the Court, on application by the creditor, relieves the creditor from the effect of this subrule on the ground that the omission was inadvertent or because of an honest mistake. If the Court grants relief, it may require or allow the creditor’s Proof to be amended on the terms the Court considers just.

5.30.3 The Liquidator may at any time give notice to a creditor whose Debt issecured that the Liquidator proposes, at the end of 28 days after the date of the notice, to redeem the Security Interest at the value put on it in the creditor’s Proof.

5.30.4 If a creditor is given a notice under subrule 5.30.3, the creditor has 21 days (or, if the Liquidator allows a longer period, the longer period) to revalue the creditor’s Security Interest. If the creditor revalues the Security Interest, the Liquidator may only redeem at the new value. If the Liquidator redeems the Security Interest, the cost of transferring it is payable out of the assets.

5.30.5 A secured creditor may at any time, by notice given to the Liquidator, ask the Liquidator to elect whether the Liquidator will or will not exercise the Liquidator’s power to redeem the creditor’s Security Interest at the value then placed on it. If the secured creditor gives notice to the Liquidator, the Liquidator has 6 months after the day the Liquidator is given the notice in which to exercise the power or decide not to exercise it.

5.30.6 If the Liquidator is dissatisfied with the value that a secured creditor has put on the creditor’s Security Interest (whether in the creditor’s Proof or by revaluation under subrule 5.30.4), the Liquidator may require any property to which the Security Interest applies to be offered for sale. The terms of sale must be as agreed or as the Court directs. However, if the sale is by auction, the Liquidator on behalf of the Company, and the creditor on the creditor’s own behalf, may appear and bid.

5.30.7 If a creditor who has valued the creditor’s Security Interest subsequently realises it (whether or not at the instance of the Liquidator):

• (a) the net amount realised must be substituted for the value previously put by the creditor on the Security Interest; and
• (b) that amount must be treated in all respects as an amended valuation made by the creditor.

5.31. Appointment of Liquidator by creditors or members

5.31.1 This rule applies if a Person is appointed as Liquidator of a Company by a meeting of creditors or by a meeting of members.

5.31.2 The chair of the meeting must certify the appointment. The date of the certification must be endorsed on the certificate.

5.31.3 The Liquidator’s appointment takes effect on the date the appointment is certified. The chair of the meeting (if the chair is not the Liquidator) must give the certificate to the Liquidator and must, in any event, file a copy of it in the Court.

5.31.4 If the Liquidator is appointed by a creditors or members meeting, or by the Company in general meeting, the Liquidator must, on receiving the Liquidator’s certificate of appointment, give notice of the appointment in the newspaper that the Liquidator most appropriate for ensuring that it comes to the notice of the Company’s creditors and members.

5.31.5 The expense of giving notice under this rule must be borne initially by the Liquidator. But the Liquidator is entitled to be reimbursed out of the assets, as an expense of the liquidation.

5.31.6 In a winding up by the Court, the Liquidator must notify the Registrar of Companies of the Liquidator’s appointment.

5.32. Final meeting of creditors before dissolution

5.32.1 This rule applies to the meeting of creditors called by the Liquidator of a Company under section 43 (Final meetings before dissolution) of the AIFC Insolvency Regulations.

5.32.2 The Liquidator’s account of the winding up given to the meeting must include a summary of the Liquidator’s receipts and payments and a statement of the amounts paid to unsecured creditors.

5.32.3 At the meeting, the creditors may question the Liquidator about any matter dealt with in the Liquidator’s account, and may resolve against the Liquidator being released.

5.32.4 After the meeting has been held, the Liquidator must give notice to the Court that the meeting has been held. The notice must state whether the meeting resolved against Liquidator being released, and must be accompanied by a copy of the account given to the meeting.

5.32.5 If the creditors did not resolve at the meeting against the Liquidator being released, the Liquidator is released when the notice under subrule 5.32.4 is filed in the Court. If the creditors resolved against the Liquidator being released, the Liquidator must obtain a release from the Court.

5.32.6 If there was not a quorum present at the meeting, the Liquidator must report to the Court that the meeting was called in accordance with these Rules, but a quorum was not present. On filing of the report in the Court, the meeting is taken to have been held, the creditors are taken not to have resolved at the meeting against the Liquidator being released and the Liquidator is released.

5.33. Liquidator’s remuneration

5.33.1 The Liquidator in the winding up of a Company is entitled to receive remuneration for the Liquidator’s services as Liquidator.

5.33.2 The remuneration must be fixed either:

• (a) as a percentage of the value of the assets that are realised or the amounts distributed, or as a combination of both; or
• (b) by reference to the time properly given by the Liquidator and the Liquidator’s employees in attending to matters arising in the winding up.

5.33.3 It isforthe liquidation committee (ifthere is one) or a creditors meeting (ifthere is not a liquidation committee) to determine whether the remuneration is to be fixed under subrule 5.33.2(a) or (b) and, if it is to be fixed under subrule 5.33.2(a), to determine any percentage to be applied for

subrule 5.33.2(a).

5.33.4 If no remuneration is fixed, the Liquidator is entitled to receive remuneration for the Liquidator’s services as Liquidator of an amount equal to 5% of the value of the assets realised plus 2.5% of the amounts distributed.

5.34. Orders by Court about Liquidator’s remuneration

5.34.1 If the Liquidator in the winding up of a Company considers that the remuneration to which the Liquidator is entitled under rule 5.33.4 (Liquidator’s remuneration) is insufficient, the Liquidator may apply to the Court for an order increasing its amount or rate.

5.34.2 Any creditor of the Company may, with the agreement of any other creditor or creditors who together hold at least 25% of the total value of the assets of the Company, apply to the Court for an order that the Liquidator’s remuneration be reduced on the ground that it is, in all the circumstances, excessive.

5.34.3 If the Court considers the Liquidator’s remuneration should be reduced on the ground mentioned in subrule 5.34.2, it must make an order fixing the remuneration at a reduced amount or rate.

5.34.4 Unless the Court orders otherwise, the costs of the application under subrule 5.34.2 must be paid by the applicant, and are not payable out of the assets.

5.35. Power of Court to set aside certain transactions

5.35.1 If the Liquidator of a Company enters into a transaction with a Person who is an associate of the Liquidator, the Court may, on the application of any Person interested, set the transaction aside and order the Liquidator to compensate the Company for any loss suffered as a result of it.

5.35.2 Subrule 5.35.1 does not apply to a transaction if:

• (a) the transaction was entered into with the prior consent of the Court; or
• (b) it is shown to the Court’s satisfaction that the transaction was for value, and that it was entered into by the Liquidator without knowing, or having any reason to suspect, that the Person the transaction was with an associate of the Liquidator.

5.35.3 This rule does not affect any rule of law or equity in relation to the Liquidator’s dealings with trust property or the fiduciary obligations of any Person.

5.36. Rule against solicitation

5.36.1 If the Court is satisfied that any improper solicitation has been used by or on behalf of the Liquidator of a Company in obtaining Proxies for, or otherwise bringing about, the Liquidator’s appointment, it may order that no remuneration out of the assets be allowed to any Person by whom, or on whose behalf, the solicitation was exercised.

5.36.2 An order of the Court under this rule overrides any resolution of the liquidation committee or the creditors or any other provision of these Rules relating to the Liquidator’s remuneration.

5.37. Obligations of Liquidator to liquidation committee

5.37.1 It is the duty of the Liquidator of a Company to report to the liquidation committee on all matters that appear to the Liquidator to be, or that the committee has indicated to the Liquidator as being, of concern to the members of the committee in relation to the winding up.

5.37.2 The Liquidator need not comply with any request by the committee for information if it appears to the Liquidator:

• (a) that the request is frivolous or unreasonable; or
• (b) that the cost of complying with request would be excessive, having regard to the relative importance of the information; or
• (c) that there are not sufficient assets to enable the Liquidator to comply with the request.

5.37.3 If the liquidation committee is appointed more than 28 days after the day the Liquidator is appointed, the Liquidator must report to the committee, in summary form, about the action the Liquidator has taken since the Liquidator’s appointment, and must answer all questions that the committee puts to the Liquidator about the Liquidator’s conduct of the winding up.

5.37.4 If an individual becomes a member of the liquidation committee at any time after it isestablished, the individual is not entitled to require a report by the Liquidator, otherwise than in summary form, of any matters arising before the individual’s appointment.

5.37.5 This rule does not prevent the liquidation committee, or any member of it, from being entitled to have access to the Liquidator’s records of the liquidation, or from seeking an explanation of any matter within the committee’s responsibility

5.38. Meetings of liquidation committee etc.

5.38.1 Subject to this rule, meetings of the liquidation committee must be held when and where the Liquidator decides.

5.38.2 The Liquidator must call a first meeting of the committee to take place within 3 months after the day of the Liquidator’s appointment or the committee’s establishment (whichever is the later). After the first meeting of the committee, the Liquidator must call a meeting:

• (a) if requested by a Creditor Member or the representative of a Creditor Member; and
• (b) for a specified date, if the committee has previously resolved that a meeting be held on that date.

5.38.3 A meeting called because of a request under subrule 5.38.2(a) must be called for a date not later than 21 days after the day Liquidator receives the request.

5.38.4 The Liquidator must give 7 days notice of the Venue of a meeting to every member of the committee (or the member’s representative, if designated for that purpose), unless in any case the requirement of the notice has been waived by or on behalf of any member.

5.38.5 Waiver may be indicated either at or before the meeting.

5.38.6 The chair of any meeting of the committee must be the Liquidator or a Person nominated in Writing by the Liquidator.

5.38.7 A Person nominated by the Liquidator must be either:

• (a) an Official Liquidator; or
• (b) an employee of the Liquidator or the Liquidator’s firm who is experienced in Insolvency Proceedings.

5.38.8 A meeting ofthe committee is dulyconstituted if due notice ofit has been given to allthe members, and at least 2 Creditor Members are present or represented.

5.38.9 A member of the committee may, in relation to the business of the committee, be represented by another individual authorised by the member for that purpose.

5.38.10 However, a committee member may not be authorised to represent another committee member, and an individual may not be authorised to represent 2 or more committee members at the same time.

5.38.11 The chair at any meeting of the committee may call on an individual claiming to represent a member to produce the individual’s letter of authority, and may exclude the individual if it appears that the authority is deficient.

5.38.12 If a member’s representative signs a Document on the member’s behalf, the fact that the representative signs on the member’s behalf must be stated below the representative’ssignature.

5.38.13 A member of the committee may resign by notice given to the Liquidator.

5.38.14 A member of the committee automatically ceases to be a member if:

• (a) the member becomes bankrupt; or
• (b) the member is not present or represented at 3 consecutive meetings of the committee (unless at the third of those meetings it is resolved that this paragraph is not to apply to the member in relation to some or all of those meetings).

5.38.15 A Creditor Member of the committee also automatically ceases to be a member if the memberceasesto be, or isfound never to have been, a creditor or, ifthe member is an individual authorised to act on behalf of another Person who is not an individual, the other Person ceases to be, or is found never to have been, a creditor.

5.38.16 A Creditor Member of the committee may be removed by a resolution passed at a meeting of creditors. A member of the committee appointed by the Company may be removed by a resolution passed at a meeting of the Company. In either case, at least 14 days notice must be given of the resolution.

5.39. Creditor Member vacancy on liquidation committee

5.39.1 This rule applies if a member of the liquidation committee appointed by the creditors, or under this rule, ceases to be a member of the committee.

5.39.2 The Liquidator may appoint any individual to fill the vacancy, if a majority of the Creditor Members agree to the appointment, and the individual consents to act.

5.39.3 Alternatively, a meeting of creditors may resolve that an individual be appointed (with the individual’s consent) to fill the vacancy. At least 14 days notice must have been given of the resolution to make the appointment, but the individual need not have been named in the notice.

5.39.4 However, if there are, for the time being, at least 3 Creditor Members of the committee appointed, the vacancy need not be filled if the Liquidator and a majority of the remainingCreditor Members agree.

5.40. Liquidation committee: voting rights and resolutions

5.40.1 At any meeting of the liquidation committee in the winding up of a Company, each member of the committee (whether present personally or by the member’s representative) has 1 vote.

5.40.2 A resolution is passed if a majority of the Creditor Members present or represented vote in favour of it.

5.40.3 The votes of any members appointed by the Company do not count towards the number required for passing a resolution, but the way in which they vote on any resolution must be recorded.

5.40.4 Every resolution passed must be recorded in Writing, either separately or as part of the minutes of the meeting. The record must be signed by the chair of the meeting and kept with the records of the liquidation.

5.41. Liquidator’s reports to liquidation committee

5.41.1 The Liquidator in the winding up of a Company must, as and when directed by the liquidation committee (but not more often than once in any 2 month period), send a written report to every member of the committee setting out the position generally of the progress of the winding up, and matters arising in connection with it to which the Liquidator considers the committee’s attention should be drawn.

5.41.2 In the absence of directions by the liquidation committee, the Liquidator must send the members of the committee a report under subrule 5.41.1 not less often than once in every 6 month period.

5.42. Expenses of members of liquidation committee

The Liquidator in the winding up of a Company must reimburse, out of the assets of the Company in the prescribed order of priority, any reasonable travelling expenses directly incurred by members of the liquidation committee or their representatives in relation to their attendance at committee meetings or otherwise on committee business.

5.43. Formal defects in relation to liquidation committee

The acts of the liquidation committee established in the winding up of a Company are valid despite any defect in the appointment, election or qualifications of any member of the committee or any member’s representative or in the formalities of its establishment.

5.44. General duties of Liquidator

5.44.1 Any duties imposed on the Court by the AIFC Insolvency Regulations in relation to the collection of a Company’s assets in its winding up, and their application in discharge of its Liabilities, are discharged by the Liquidator as an officer of the Court subject to its control.

5.44.2 For the purpose of acquiring and retaining possession of the Company’s property (other than any Excluded Property), the Liquidator has the same powers as a Receiver appointed by the Court, and the Court may on the Liquidator’s application enforce the acquisition or retention accordingly.

5.44.3 If the Company’s assets or liabilities include Excluded Property, the Liquidator must comply with any requirements applying to the Company under the AIFC Personal Property Regulations, or any AFSA Rules, in relation to the Excluded Property.

5.44.4 Without limiting subrule 5.44.3, the Liquidator must comply with any instruction made under section 37 (Right of Transfer against insolvent Investment Intermediary) of the AIFC Personal Property Regulations.

5.45. Distributing assets

5.45.1 Whenever the Liquidator has sufficient funds for the purpose, the Liquidator must, subject to the retention of the amounts that may be necessary for the expenses of the winding up, declare and distribute dividends among the creditors in relation to the Debts that they have respectively Proved.

5.45.2 The Liquidator must give notice of the Liquidator’s intention to declare and distribute a dividend.

5.45.3 If the Liquidator declares a dividend, the Liquidator must give notice of it to the creditors. The notice must state how the dividend is proposed to be distributed. The notice must contain sufficient particulars in relation to the Company, and its assets and affairs, to enable the creditors to understand the calculation of the amount of the dividend and the manner of its distribution.

5.45.4 In the calculation and distribution of a dividend, the Liquidator must make provision for:

• (a) any Debts that appear to the Liquidator to be due to Persons who, because of thedistance of their place of residence, may not have had sufficient time to submit and establish their Proofs; and
• (b) any Debts that are the subject of claims that have not yet been determined; and
• (c) disputed Proofs and claims.

5.45.5 If a creditor has not Proved the creditor’s Debt before the declaration of any dividend, the creditor is not entitled to disturb, because the creditor has not participated in it, the distribution of that dividend or any other dividend declared before the creditor’s Debt is Proved. However:

• (a) when the creditor has Proved the Debt, the creditor is entitled to be paid, out of any amount for the time being available for the payment of any further dividend, any dividend or dividends that the creditor has failed to receive; and
• (b) any dividend or dividends payable under paragraph (a) must be paid before any amount available for payment of dividends is applied to the payment of any further dividend.

5.45.6 An action may not be brought against the Liquidator for a dividend. However, if the Liquidator refuses to pay a dividend that the Liquidator has declared, the Court may order the Liquidator to pay it and also to pay, out of the Liquidator’s own money:

• (a) interest on the dividend, at the rate payable on judgement debts, from when it was withheld; and
• (b) the costs of the proceeding in which the order to pay is made.

5.45.7 Without affecting the provisions of the AIFC Insolvency Regulations about disclaimer, the Liquidator may, with the permission of the liquidation committee, divide any property (other than Excluded Property) in its existing form among the Company’s creditors, according to its estimated value, if the property cannot be readily or advantageously sold because of its peculiar nature or other special circumstances.

5.45.8 If a creditor has Proved for a Debt that is not due at the date of the declaration of a dividend, the creditor is entitled to a dividend equally with other creditors, but for the purpose of dividend (and no other purpose), the amount of the creditor’s admitted Proof (or, if a distribution has previously been made to the creditor, the amount remaining outstanding in relation to the creditor’s admitted Proof) must be reduced to the net present value of the amount due to the creditor assessed as at the relevant date.

5.45.9 In subrule 5.45.8: relevant date, in relation to the Company, means:

• (a) if the Company was not in Administration immediately before the commencement of the winding up—the date the Company Went into Liquidation or
• (b) if the company was in Administration immediately before the commencement of the winding up—the date the Company entered Administration.

5.46. Debts of Company to rank equally

5.46.1 Debts other than preferential Debts rank equally between themselves in the winding up of a Company and, after the preferential Debts, must be paid in full unless the assets are insufficient for meeting them, in which case they abate in equal proportions between themselves.

5.46.2 Subrule 5.46.1 applies whether or not the Company is Unable to Pay its Debts.

5.47. Final distribution

5.47.1 When the Liquidator has realised all the Company’s assets or so much of them as can, in the Liquidator’s opinion, be realised without needlessly protracting the liquidation, the Liquidator must give notice either:

1. (a) of the Liquidator’s intention to declare a final dividend; or
2. (b) that no dividend, or further dividend, will be declared.

5.47.2 The notice must include particulars of the matters mentioned in Schedule 3 (Required content for statement of affairs) that are required to be included a statement of a Company’s affairs and must require claims against the assets to be established by a date specified in the notice.

5.47.3 After that date, the Liquidator must:

1. (a) defray any outstanding expenses of the winding up out of the assets; and
2. (b) if the Liquidator intends to declare a final dividend, declare and distribute that dividend without regard to the claim of any Person in relation to a Debt not already Proved.

5.47.4 The Court may, on the application of any Person, postpone the date specified in the notice.

5.47.5 A final distribution must not be made until all Excluded Property has been divested by the Company.

5.48. Disclaiming onerous property

5.48.1 A notice given by the Liquidator of a Company disclaiming onerous property under section 67 (Power to disclaim onerous property) of the AIFC Insolvency Regulations must contain sufficient particulars of the property to enable it to be easily identified.

5.48.2 The notice must be filed in the Court.

5.48.3 Within 7 days after the day the notice is filed in the Court, the Liquidator must comply with subrules 5.48.4 to 5.48.6.

5.48.4 If the property disclaimed is of leasehold property, the Liquidator must give a copy of the notice to every Person who, to the Liquidator’s knowledge, claims under the Company as sub-lessee or Secured Party for a Security Interest.

5.48.5 The Liquidator must in any case give a copy of the notice to every Person who, to the Liquidator’s knowledge:

• (a) claims an interest in the disclaimed property; or
• (b) is under any liability in relation to the property that is not discharged by the disclaimer.

5.48.6 If the disclaimer is of an unprofitable contract, the Liquidator must give a copy of the notice to every Person who, to the Liquidator’s knowledge, is a party to the contract or has an interest under it.

5.48.7 If subsequently it comes to the Liquidator’s knowledge that a Person has an interest in the disclaimed property that would have entitled the Person to have been given a copy of the notice under subrule 5.48.4 or 5.48.5, the Liquidator must, as soon as possible, give a copy of the notice to the Person. However, the Liquidator need not give a copy of the notice to the Person if:

• (a) the Liquidator is satisfied that the Person has already been made aware of the disclaimer and its date; or
• (b) the Court, on the Liquidator’s application, orders that the Liquidator need not give a copy of the notice to the Person. 5.48.8 The Liquidator may also, at any time, give notice of the disclaimer to any Person who in theLiquidator’s opinion ought, in the public interest or otherwise, to be informed of it.

5.48.9 If, for property that the Liquidator has the right to disclaim, it appears to the Liquidator that a Person claims, or may claim, to have an interest in the property, the Liquidator may, by notice given to the Person, require the Person to declare, by notice given to the Liquidator within 14 days after the day the Person is given the notice, whether the Person claims any interest in the

property and, if so, the nature and extent of it. If the Person Fails to comply with the notice, the Liquidator is entitled to assume that the Person does not have an interest in the property that will prevent or impede its disclaimer.

5.49. Contributories

5.49.1 Subject to this rule, the Liquidator of a Company must, as soon as practicable after the Liquidator’s appointment, settle a list of the Company’s contributories.

5.49.2 The Liquidator may make any call that may be outstanding in relation to any obligations owed by contributories and may, with the Court’s approval, rectify the Company’s Register of

Shareholders.

5.49.3 The Liquidator must include in the list of contributories every member and other Person who is liable to make a contribution to the Company’s assets because of an order of the Court under section 79(c) (Remedies by Court to protect assets) of the AIFC Insolvency Regulations. The Liquidator’s duties under this rule are performed by the Liquidator as an officer of the Court subject to the Court’s control.

5.49.4 The list must identify:

• (a) the several classes of the Company’s shares (if there is more than 1 class); and
• (b) the several classes of members; and
• (c) any contributories who are not members.

5.49.5 Having settled the list, the Liquidator must, as soon as possible, give notice to every Person included in the list that the list has been settled. The notice given to each Person muststate:

• (a) in what character, and for what reason, the Person is included in the list; and
• (b) the amounts due from the Person; and
• (c) that the Person’s inclusion in the list may result in the unpaid capital being called; and
• (d) that, if the Person objects to any entry in, or omission from, the list, the Person should

inform the Liquidator in Writing within 21 days after the day the Person is given the notice.

5.49.6 If the Liquidator is given an objection by a Person under subrule 5.49.5(d), the Liquidator must within, 14 days after the day the Liquidator is given the objection, give the Person notice either:

• (a) that the Liquidator has amended the list (specifying the amendment); or
• (b) that the Liquidator considers that the objection is not well-founded and has declined to amend the list.

5.49.7 If a Person objects to any entry in, or exclusion from, the list of contributories as settled by the Liquidator and, despite notice by the Liquidator declining to amend the list, maintains the objection, the Person may apply to the Court for an order removing the entry to which the Person objects or otherwise amending the list. The application must be made within 21 days after the day the Person is given the Liquidator’s notice under subrule 5.49.6.

5.49.8 Subject to this rule, the Liquidator may from time to time vary or add to the list of contributories as previously settled by the Liquidator.

5.49.9 The Liquidator is not personally liable for any costs incurred by a Person in relation to an application to set aside or vary an act or decision of the Liquidator in settling the list of contributories, or varying or adding to the list, and is only liable as Liquidator if the Court makes an order to that effect.

5.49.10 The powers given to the Liquidator under the AIFC Insolvency Regulations in relation to the making of calls on contributories are exercisable by the Liquidator as an officer of the Court subject to the Court’s control.

5.49.11 If the Liquidator proposes to make a call on contributories, and there is a liquidation committee, the Liquidator may call a meeting of the committee for the purpose of obtaining its approval.

5.49.12 Notice of a call on contributories must be given to each of the contributories, and mustspecify:

• (a) the amount or balance due from the contributory in relation to it; and
• (b) whether the call is made with the approval of the Court or the liquidation committee.

5.49.13 Payment of the amount or balance due from any contributory may be enforced by order of the Court.

5.50. General rule about priority

The expenses of the liquidation of a Company are payable out of the assetsin the following order of priority:

1. (a) expenses or costs that are properly chargeable or incurred by the Liquidator in preserving, realising or getting in any of the assets of the Company or otherwise relating to the conduct of any legal proceedings that the Liquidator has power to bring or defend, whether in the Liquidator’s own name or the name of the Company;
2. (b) any other expenses incurred or disbursements made by the Liquidator or under the Liquidator’s authority, including expenses incurred or disbursement made in carrying on the business of the Company;
3. (c) the fees payable to the Court or to any official body in relation to the proceedings;
4. (d) any repayable deposit lodged under these Rules;
5. (e) the cost of any Security Interest provided by a Provisional Liquidator or Liquidator in accordance with the AIFC Insolvency Regulations or these Rules;
6. (f) the remuneration of the Provisional Liquidator (if any);
7. (g) any deposit lodged on an application for the appointment of a Provisional Liquidator;
8. (h) the costs of the petitioner and of any Person appearing on the petition whose costs are allowed by the Court;
9. (i) any amount payable to a Person employed to assist in the preparation of a statement of the Company’s affairs or of accounts;
10. (j) any allowance made, by order of the Court, towards costs on an application for release from the obligation to prepare and provide a statement of the Company’s affairs or for an extension of time for preparing and providing a statement of the Company’s affairs;
11. (k) any necessary disbursements by the Liquidator in the course of the Liquidator’s administration (including any expenses incurred by members of the liquidation committee or their representatives and allowed by the Liquidator, but not including any payment of tax in circumstances mentioned in paragraph (n));
12. (l) the remuneration and allowances of any Person who has been employed by the Liquidator to perform any services for the Company, as required or authorised under the AIFC Insolvency Regulations or these Rules;
13. (m) the remuneration of the Liquidator;
14. (n) the amount of any tax on chargeable gains accruing on the realisation of any asset of the Company (without regard to whether the realisation is effected by the Liquidator, a secured creditor, or a receiver or manager appointed to deal with a Security Interest);
15. (o) any other expenses properly chargeable by the Liquidator in Exercising the Liquidator’s Functions in the liquidation.

5.51. Priority for winding up commencing as Voluntary Winding Up

If the winding up of a Company by the Court follows immediately on a Voluntary Winding Up (whether a Creditors Voluntary Winding Up or a Members Voluntary Winding Up) of the Company, the remuneration of the Liquidator in the Voluntary Winding Up, and costs and expenses of the Voluntary Winding Up, allowed by the Court rank in priority with the expenses mentioned in rule 5.50(a) (General rule about priority).

5.52. Saving for powers of the Court

5.52.1 In a winding up by the Court, the priorities provided by rule 5.50 (General rule about priority) are subject to the power of the Court to make orders under section 70 (Reference of questions to Court) of the AIFC Insolvency Regulations, if the assets are insufficient to satisfy the Liabilities.

5.52.2 These Rules do not apply to or affect the power of the Court, in proceedings by or against the Company, to order costs to be paid by the Company or the Liquidator. These Rules also do not affect the rights of any Person to whom costs are ordered to be paid by the Company or the Liquidator.

5.53. Confidentiality of Documents

5.53.1 The Responsible Insolvency Practitioner in any Insolvency Proceedings in relation to a Company may refuse to allow a Person to inspect a Document forming part of the records of the Insolvency Proceedings, even though the Person would otherwise be entitled to inspect the Document, if the Insolvency Practitioner considers that the Document:

• (a) should be treated as confidential; or
• (b) is of such a nature that its disclosure would be unreasonably injurious to the interests of the members or the creditors of the Company in its winding up.

5.53.2 Without limiting subrule 5.53.1, the Responsible Insolvency Practitioner may, under that subrule, refuse to allow the members of a liquidation committee or creditors committee to inspect a Document.

5.53.3 If the Responsible Insolvency Practitioner refuses to allow a Person to inspect a Document under subrule 5.53.1, the Person may apply to the Court for an order allowing the Person inspect the Document. The Court may make the orders on the application that it considers just.

6.1. Members of recognised professional bodies

Any Person who is a member of a professional body recognised by the AFSA for the purpose is qualified to be registered as an insolvency practitioner or official liquidator, as the case may be, under the AIFC Insolvency Regulations.

6.2. Individual recognition by Court

The Court may, on the application of a Person, make an order to the effect that the Person is qualified to be registered an insolvency practitioner or official liquidator (or both).

7.1. Business rules of Authorised Market Institutions

7.1.1 Despite anything in these Rules, in any Insolvency Proceedings, to the extent that a claim:

• (a) is to an Investment Entitlement subject to the control of an Authorised Market Institution; and
• (b) is subject of a provision of the business rules of the Authorised Market Institution relating to the finality of acquisitions or dispositions effected under the businessrules; the claim must be decided in accordance with the provision.

7.1.2 In any Insolvency Proceedings, a transaction made by, or claim by or against, a Person under a provision mentioned in subrule 7.1.1 is not subject to any provision of these Rules reversing, voiding, disclaiming or staying, enabling or empowering the reversal, voiding, disclaimer or staying of relating to, or imposing any other requirement on, such a transaction or claim.

7.2. Eligible Security Interests

7.2.1 In this rule: eligible Security Interest means a Security Interest granted:

• (a) by a Person other than an individual; and
• (b) to a Secured Party that is an Investment Intermediary (including, to remove any doubt, an Authorised Market Institution). financial collateral means financial assets held in an Investment Account, or Money, if the financial assets or Money secures an eligible Security Interest.

7.2.2 An eligible Security Interest in financial collateral may be enforced despite any provision of these Rules reversing, voiding, disclaiming or staying, enabling or empowering the reversal, voiding, disclaimer or staying of, or imposing any other requirement on, the enforcement of Security Interests, if the eligible Security Interest attached to the financial collateral before the commencement of insolvency proceedings (whether within the AIFC or otherwise) of the debtor.

8.1. Claims provable as Debts

In any Insolvency Proceedings in relation to a Company, all claims by creditors (other than claims in relation to Excluded Property) are provable as Debts against the Company whether they are present or future, certain or contingent, ascertained or sounding only in damages.

8.2. Conduct of meetings generally

8.2.1 If the AIFC Insolvency Regulations or these Rules require or permit a meeting of creditors or members or contributories to be held, the provisions of Schedule 1 apply in relation to the meeting.

8.2.2 In the application of Schedule 1 to a meeting of contributories, that Schedule has effect as if a reference to a meeting of members included a reference to a meeting of contributories, a reference to a member included a reference to a contributory, and all other necessary changes were made.

8.2.3 If the AIFC Insolvency Regulations or these Rules require or permit a committee of creditors to be established, the provisions of Schedule 2 apply in relation to the committee.

8.2.4 If a provision of these Rules (other than a provision of Schedule 1 or Schedule 2) is inconsistent with a provision of Schedule 1 or Schedule 2, the first provision prevails to the extent of the inconsistency, but the provisions must not be treated as inconsistent merely because the provisions deal with the same matter if the second provision can both be obeyed without contravening the first provision.

8.3. Provisions relating to Administrators appointed by Court

8.3.1 If the Court appoints an Administrator for a Company under the AIFC Insolvency Regulations, the appointment takes effect from the date specified in the Court’s order.

8.3.2 The Administrator must, within 28 days after the day of the Administrator’s appointment, give notice of the appointment to all creditors and members of the Company of whom the Administrator is aware. Alternatively, if the Court allows, the Administrator may advertise the appointment in accordance with the Court’s directions.

8.4. Handover of assets to new Administrator

8.4.1 If an Administrator of a Company intends to vacate office, whether by resignation or otherwise, the Administrator must give notice of the Administrator’s intention to the Court and to all relevant parties.

8.4.2 If any property (or any relevant property) of the Company has not been realised, applied, distributed or otherwise fully dealt with in the Administrator’s administration, the notice must include details of the nature of the property, its value (or the fact that it has no value), its location, any action taken by the Administrator to deal with the property or any reason for not dealing with it, and the current position in relation to it.

8.4.3 If a Person who is an Administrator of a Company ceasesto be an Administrator of the Company, the Person must, as soon as possible, deliver up to the Person’s successor as Administrator the assets of the Company held by the Person (after deducting any expenses properly incurred and distributions made). The Person must also deliver up to the successor:

• (a) the records of the Person’s administration, including any correspondence, Proofs and other related papers; and
• (b) the Company’s books, papers and other records.

8.4.4 If the Liquidator of a Company vacates office after the final meeting of creditors, the Liquidator must deliver up to the Court the Company’s books, papers and other records that have not already been disposed of in the course of the liquidation.

8.4.5 If an Administrator (A2) of a Company is appointed in succession to another Administrator (A1) (including a Provisional Liquidator), A2 must, on taking possession of the Company’s assets, discharge any balance owing to A1 on account of:

• (a) expenses properly incurred by A1 and payable under the AIFC Insolvency Regulations or these Rules; and
• (b) any advances made by A1 in relation to the assets, together with interest on the advances as may be appropriate. Alternatively, A2 may (before taking office) give A1 a written undertaking to discharge any balance out of the first realisation of assets.

8.4.6 A1 has a Security Interest in the Company’s assets in relation to any amounts due to A1 under subrule 8.4.5. But, if A2 realises assets to pay the amounts, A1’s Security Interest does not apply to amounts deductible by A2 from the proceeds of realisation for expenses properly incurred in realising the assets.

8.4.7 A2 must, from time to time out of the proceeds of realisation of Company property, discharge all guarantees properly given by A1 for the benefit of the Company.

8.4.8 A1 must give A2 all information relating to the affairs of the Company, and the course of A1’s administration, as A1 considers to be reasonably necessary for the effective discharge of A2’s duties as Administrator.

8.5. Proxies

8.5.1 For these Rules, a Proxy is an authority given by a Person (the principal) to another Person (the proxy-holder) to attend a meeting and speak and vote as the principal’s representative.

8.5.2 Only 1 Proxy may be given by a Person for any meeting at which the Person wishes to be represented, and it may only be given to 1 Person who is an individual aged 18 years or older. But the principal may specify 1 or more other individuals aged 18 years or older to be proxyholder in the alternative, in the order in which they are named in the Proxy.

8.5.3 A Proxy for a particular meeting may be given to the Person who is to be the chair of the meeting.

8.5.4 A Person given a Proxy under subrule 8.5.3 cannot decline to be the proxy-holder in relation to the Proxy.

8.5.5 A Proxy requires the proxy-holder to give the principal’s vote on matters arising for decision at the meeting, to abstain, or to propose, in the principal’s name, a resolution to be voted on by the meeting, either as directed or in accordance with the proxy-holder’s own discretion.

8.5.6 Proxies used for voting at any meeting must be kept by the chair of the meeting, and must be given, as soon as possible after the meeting, to the Responsible Insolvency Practitioner (if the chair is not the Responsible Insolvency Practitioner).

8.6. Service of notices etc.

8.6.1 This rule applies to a notice or other Document that is required or permitted under the AIFC Insolvency Regulations or these Rules to be served on a Person (whether the word ‘deliver’, ‘give’, ‘notify’, ‘send’ or another word is used).

8.6.2 If the Document is a notice (however described), the Document must be served on the Person in Writing, unless the AIFC Insolvency Regulations or these Rules otherwise provide or the Court requires or permits the notice to be given in another way.

8.6.3 The Document may be served on the Person:

• (a) by personal service; or
• (b) by sending it to the Person by prepaid, certified post.

8.6.4 Subrule 8.6.3 does not affect the operation of a provision of any AIFC Regulations or any other provision of any AIFC Rules that requires or permits the Document to be served on the Person otherwise than as provided in that subrule.

8.6.5 If 2 or more Persons are acting jointly as the Responsible Insolvency Practitioner in any Insolvency Proceedings, service of the Document on any of them is taken to be service of the Document on all of them.

8.6.6 If the Document is a notice (however described) that is required or permitted to be served by the Responsible Insolvency Practitioner in any Insolvency Proceedings, service of the Document may be proved by means of a certificate, stating that the Document was duly posted, given by the Responsible Insolvency Practitioner, the practitioner’s authorised representative, or a partner or employee of either of them.

8.6. Service of notices etc.

8.6.1 This rule applies to a notice or other Document that is required or permitted under the AIFC Insolvency Regulations or these Rules to be served on a Person (whether the word ‘deliver’, ‘give’, ‘notify’, ‘send’ or another word is used).

8.6.2 If the Document is a notice (however described), the Document must be served on the Person in Writing, unless the AIFC Insolvency Regulations or these Rules otherwise provide or the Court requires or permits the notice to be given in another way.

8.6.3 The Document may be served on the Person:

• (a) by personal service; or
• (b) by sending it to the Person by prepaid, certified post.

8.6.4 Subrule 8.6.3 does not affect the operation of a provision of any AIFC Regulations or any other provision of any AIFC Rules that requires or permits the Document to be served on the Person otherwise than as provided in that subrule.

8.6.5 If 2 or more Persons are acting jointly as the Responsible Insolvency Practitioner in any Insolvency Proceedings, service of the Document on any of them is taken to be service of the Document on all of them.

8.6.6 If the Document is a notice (however described) that is required or permitted to be served by the Responsible Insolvency Practitioner in any Insolvency Proceedings, service of the Document may be proved by means of a certificate, stating that the Document was duly posted, given by the Responsible Insolvency Practitioner, the practitioner’s authorised representative, or a partner or employee of either of them.

9.1 Cell Receivership Orders

9.1.1 Subject to the provisions of this rule 9.1, if in relation to a Protected Cell Company, the Court is satisfied:

• (a) that the Cellular Assets attributable to a particular Cell of the Company are or are likely to be insufficient to discharge the claims of creditors in respect of that Cell; and
• (b) that the making of an order under this rule 9.1 would achieve one or more of the purposes set out in 9.1.3 below; the Court may make an order (a "Cell Receivership Order") under this rule 9.1 in respect of that Cell.

9.1.2 A Cell Receivership Order may be made in respect of one or more Cells.

9.1.3 A Cell Receivership Order is an order directing that the business and Cellular Assets of or attributable to a Cell shall be managed by a person specified in the order (the “Cell Receiver”) for one or more of the purposes of:

• (a) the survival as a going concern of the Cell;
• (b) the more advantageous realisation of the business and assets of or attributable to the Cell than would be achieved by the winding up of the Cell; or
• (c) the orderly winding up of the business of or attributable to the Cell and the distribution of the Cellular Assets attributable to the Cell to those entitled to have recourse thereto.

9.1.4 Where a Receiver, an Administrative Receiver or a Liquidator has been appointed to a Protected Cell Company, the Court may not make a Cell Receivership Order in relation to a Cell of the Company unless the Court is satisfied that it is desirable to do so in order to protect the interests of members or creditors, or potential members or creditors, of the Cell.

9.1.5 A Cell Receivership Order in relation to a Cell of a Protected Cell Company shall cease to be of effect, but without prejudice to prior acts, upon the appointment of a Receiver, an Administrative Receiver or Liquidator to act in respect of the Company unless the Court orders otherwise on being satisfied that it is desirable to do so in order to protect the interests of members or creditors, or potential members or creditors, of the Cell.

9.1.6 A Cell Receiver appointed under this rule 9.1 must be a person who is registered as an nsolvency practitioner under Part 9 of the AIFC Insolvency Regulations.

9.2 Applications for Cell Receivership Orders

9.2.1 An application for a Cell Receivership Order in respect of a cell of a Protected Cell Company may be made by:

• (a) the Company;
• (b) the directors of the Company;
• (c) any creditor of the Company in respect of that Cell;
• (d) a member in respect of Cell Shares of that Cell;
• (e) the AFSA; or
• (f) the Registrar.

9.2.2 The Court, on hearing an application for a Cell Receivership Order, may make an interim order or adjourn the hearing, conditionally or unconditionally.

9.2.3 Notice of an application to the Court for a Cell Receivership Order in respect of a cell of a Protected Cell Company shall be served upon:

• (g) the Company;
• (h) a Liquidator, Receiver or Administrative Receiver, if any, appointed in relation to the Company;
• (i) the Registrar;
• (j) the AFSA; and
• (k) such other persons, if any, as the Court may direct who shall each be given an opportunity of making representations to the Court before the order is made.

9.3 Functions and powers of a Cell Receiver

9.3.1 The Cell Receiver of a Cell:

• (a) may do all such things as may be necessary for one or more of the purposes set out in subrule 9.1.3; and
• (b) shall have all the functions and powers of the directors in respect of the business and Cellular Assets of or attributable to the Cell.

9.3.2 The Cell Receiver may at any time apply toCourt:

• (a) for directions as to the extent or exercise of any function or power;
• (b) for the Cell Receivership Order to be discharged or varied; or
• (c) for an order as to any matter arising in the course of his Cell Receivership.

9.3.3 In exercising his functions and powers the Cell Receiver is deemed to act as the agent of the Protected Cell Company, and shall not incur personal liability except to the extent that he is fraudulent, reckless, grossly negligent, or acts in bad faith.

9.3.4 Any person dealing with the Cell Receiver in good faith need not enquire whether the cell receiver is acting within his powers.

9.3.5 When an application has been made for, and during the period of operation of, a Cell Receivership Order:

• (a) no proceedings may be instituted or continued by or against the Protected Cell Company in relation to the relevant Cell; and
• (b) no steps may be taken to enforce any security or in execution of legal process in respect of the business or Cellular Assets of or attributable to the relevant Cell; except by leave of the Court, which may be conditional or unconditional.

9.3.6 During the period of operation of a Cell Receivership Order the functions and powers of the directors of the Protected Cell Company shall cease in respect of the business and Cellular Assets of or attributable to the Cell in respect of which the order was made.

9.4 Discharge and variation of Cell Receivership Orders

9.4.1 The Court shall not discharge a Cell Receivership Order unless it appears to the Court that the purpose for which the order was made has been achieved or substantially achieved or is incapable of achievement.

9.4.2 The Court, on hearing an application for the discharge or variation of a Cell Receivership Order, may make any interim order or adjourn the hearing, conditionally or unconditionally.

9.4.3 Upon the Court discharging a Cell Receivership Order in respect of a Cell of a Protected Cell Company on the ground that the purpose for which the order was made has been achieved or substantially achieved:

1. (a) the Court may direct that any payment made by the Cell Receiver to any creditor of the Company in respect of that Cell shall be deemed full satisfaction of the liabilities of the Company to that creditor in respect of that Cell; and
2. (b) the creditor's claims against the Company in respect of that Cell shall be thereby deemed extinguished but nothing in this subrule 9.4.3 shall operate so as to affect or extinguish any right or remedy of a creditor against any other person, including any surety of the Company.

9.4.4 Subject to the provisions of:

1. (a) this Part 9 and any other applicable AIFC Regulations or AIFC Rules; and
2. (b) any agreement between the Protected Cell Company and any creditor thereof as to the subordination of the Debts due to that creditor to the Debts due to the Company's other creditors; the Company's Cellular Assets attributable to any Cell of the Company in relation to which a Cell Receivership Order has been made shall, in the winding up of the business of or attributable to that Cell, be realised and used to satisfy the liabilities attributable to that Cell, and for this purpose all such liabilities rank equally and abate proportionately until the Cellular Assets have all been exhausted.

9.4.5 Any surplus shall thereafter be distributed, unless the articles provide otherwise:

1. (a) among the holders of the Cell Shares or the person otherwise entitled to the surplus; or
2. (b) where there are no Cell Shares and no such persons, among the holders of the other shares; in each case according to their respective rights and interests in or against the Company.

9.4.6 The Court may, upon discharging a Cell Receivership Order in respect of a Cell of a Protected Cell Company, direct that the Cell shall be dissolved on such date as the Court may specify.

9.4.7 Immediately upon the dissolution of a Cell of a Protected Cell Company, the Company may not undertake business or incur liabilities in respect of that Cell.

9.5 Remuneration of a Cell Receiver

The remuneration of a Cell Receiver and any expenses properly incurred by him shall be payable, in priority to all other claims, from the Cellular Assets attributable to the Cell in respect of which the Cell Receiver was appointed but not from any other assets of the Protected Cell Company.

9.6 Appointment of Receivers and Liquidators to a Protected Cell Company

9.6.1 Subject to subrule 9.6.2 and any other provisions of these Rules, Parts 3, 4, 5, 9 and 10 of the AIFC Insolvency Regulations, and any other applicable AIFC Regulations or AIFC Rules, shall apply to a Protected Cell Company and, in so doing, to the Cells of such Company as if, where the context admits:

1. (a) each Cell were a separate Company;
2. (b) the members of each Cell were the members of that separate Company; and
3. (c) the Cellular Assets attributable to a Cell were the assets of that separateCompany.

9.6.2 A Receiver, Administrative Receiver, or Liquidator shall not be appointed in respect of a Protected Cell Company except by order of the Court.

9.6.3 Without limiting the application of any other provisions of the AIFC Insolvency Regulations or these Rules, a Receiver or Administrative Receiver of a Protected Cell Company may in accordance with Article 14 of the AIFC Insolvency Regulations, and a Liquidator may in accordance with Article 70 of the AIFC Insolvency Regulations, apply to the Court for:

1. (a) directions as to the extent or exercise of any function or power;
2. (b) a Cell Transfer Order under rule 8.18 of the AIFC Companies Rules permitting, in an appropriate case, the transfer of the Cellular Assets and liabilities of a Cell to another person, wherever resident or incorporated, and whether or not a Protected Cell Company; or
3. (c) an order as to any matter arising in the course of his administration, including in relation to any Cell within the Company.

9.7 Remuneration of Receivers and Liquidators

9.7.1 The remuneration of a Receiver, an Administrative Receiver or a Liquidator of a Protected Cell Company and any expenses properly incurred by him shall be payable, in priority to all other claims:

• (a) where the appointment involves the continuation of business of a Cell within the Company, and not the winding up of that Cell from the Cellular Assets attributable to that Cell but not from any other assets of the Company;
• (b) where the appointment involves the winding up of a Cell within the Company from:

(i) the Cellular Assets attributable to the Cell; and

(ii) to the extent these may be insufficient, the Non-Cellular Assets of the Company; and

• (c) in all other cases from:

(i) the Non-Cellular Assets of the Company; and

(ii) to the extent these may be insufficient, the relevant cellular assets, in such shares or proportions as the Court may direct.

9.8 Insolvency Proceedings relating to Protected Cell Companies and Cells generally

9.8.1 Subject to these Rules, Parts 3, 4, 5, 9 and 10 of the AIFC Insolvency Regulations, and any other applicable AIFC Regulations or AIFC Rules, during any insolvency proceedings relating to a Cell of a Protected Cell Company, whether under a Cell Receivership Order or by the appointment of a Receiver, Administrative Receiver or Liquidator to the Company, the Cellular Assets attributable to a particular Cell of the Company shall be used to satisfy the liabilities attributable to that Cell, and for this purpose all such liabilities rank equally and abate proportionately until the Cellular Assets have all been exhausted.

9.8.2 Notwithstanding any law applicable in the AIFC to the contrary, during any insolvency proceedings relating to a Protected Cell Company or of a Cell of such a Company, a Cell Receiver, Receiver, Administrative Receiver or Liquidator shall:

1. (a) be bound to deal with the assets of the Company or of the Cell, as the case may be, in accordance with the duties and requirements set out in rule 8.11 of the AIFC Companies Rules; and
2. (b) in discharge of the claims of creditors of the Company or of the Cell, apply assets to those entitled to have recourse thereto in conformity with the provisions of Part 8 of the AIFC Companies Rules

9.8.3 The Regulations in this rule 9.8 apply notwithstanding any provisions to the contrary in or under the AIFC Insolvency Regulations, and are subject to the power of the Court to make orders relating in particular to fraud or to inability to satisfy liabilities entirely.

1.1. General power to call meetings of creditors or members

1.1.1 The Administrator of a Company may, at any time, call and conduct meetings of creditors or members for the purpose of ascertaining their wishes on any matter relating to the relevant Insolvency Proceedings.

1.1.2 When a Venue for the meeting has been fixed, notice of the meeting must be given by the Administrator:

• (a) for a creditors meeting—to every creditor who is known to the Administrator or is identified in any statement of the Company’s affairs prepared under these Rules; and
• (b) for a members meeting—to every Person recorded in the Company’s Register of Shareholders as a Shareholder.

1.1.3 Notice of the meeting must be given at least 21 days before the date fixed for it, and must specify the purpose of the meeting.

1.1.4 The notice mustspecify a time and date, not more than 4 days before the date fixed for the meeting, by which, and the place where, creditors must lodge Proofs and Proxies to be entitled to vote at the meeting; and the same applies in relation to members and their Proxies.

1.1.5 The Administrator may give additional notice of the meeting by public advertisement, and must give additional notice of the meeting by public advertisement if the Court orders.

1.2. Quorum at meetings of creditors or members

1.2.1 Any meeting of creditors or members in Insolvency Proceedings of a Company is competent to act if a quorum is present.

1.2.2 A quorum is:

• (a) for a creditors meeting—at least 1 creditor entitled to vote; and
• (b) for a members meeting—at least 2 members entitled to vote or, if only 1 member is entitled to vote, that member.

1.2.3 For this rule, a Person is taken to be present at a meeting if the Person is present personally or is represented by Proxy by any Person (including the chair of the meeting).

1.2.4 If, at any meeting of creditors or members:

• (a) the provisions of this rule about a quorum being present are satisfied by the attendance of:

(i) the chair of the meeting alone; or

(ii) 1 other Person in addition to the chair of the meeting; and

• (b) the chair is actually aware, because of Proofs and Proxies received or otherwise, that 1 or more additional Persons would, if attending, be entitled to vote; the meeting must not commence until at least the expiry of 15 minutes after the time fixed for its commencement.

1.3. Reports of meetings of creditors or members etc.

1.3.1 If a meeting of creditors or members of a Company is called, the chair of the meeting must prepare a report of the meeting.

1.3.2 The report must:

• (a) state whether a proposal was approved by the meeting and whether the approval was with any modifications; and
• (b) set out the resolutions that were taken at the meeting, and the decision on each resolution; and
• (c) list the creditors or members of the Company (with their respective values) who were present or represented at the meetings, and how they voted on each resolution; and
• (d) include any further information that the chair considers it appropriate to make known to the Court.

1.3.3 The chair of the meeting must file a copy of the report in the Court within 4 days after the day the meeting is held. The Court must endorse the date of filing on the copy of the report filed in the Court.

1.3.4 As soon as possible after the copy of the report is filed in the Court, the chair of the meeting must give a copy of the report to each Person who was given notice of the meeting.

1.4. Attendance of Company personnel etc. at meetings of creditors or members

1.4.1 In this rule: relevant Person, in relation to a Company, means:

• (a) a present or past officer, employee or contractor of the Company; or
• (b) any other Person who is or has been involved in the administration or management of the Company.

1.4.2 Whenever a meeting of creditors or members of a Company is called, the Convener must give at least 21 days notice of the meeting to the relevant Persons that the Convener considers should be told of, or be present at, the meeting.

1.4.3 The Convener may give notice to a relevant Person that the relevant Person is required to be present at the meeting.

1.4.4 Any other Person (including a relevant Person who is not given notice under subrule 1.4.3) may be admitted to the meeting, but:

• (a) the Person must have given reasonable notice to the Convener of the Person’s wish to be present; and
• (b) it is a matter for the discretion of the chair of the meeting whether or not the Person is to be admitted; and
• (c) the decision of the chair is final about what (if any) intervention may be made by the Person.

1.4.5 If the meeting wishes to put questions to a relevant Person who is not present at the meeting, the chair may adjourn the meeting to obtain the Person’s attendance.

1.4.6 If a relevant Person is present at the meeting, the only questions that may be put to the Person are those that the chair of the meeting, in the chair’s discretion, allows.

1.5. Calling meetings of creditors or members

1.5.1 In fixing the Venue for a meeting of creditors or members, the Convener of the meeting must have regard to the convenience of the Persons (other than the meeting chair) who are invited to attend.

1.5.2 Meetings of creditors or members of a Company must be called to start between 10 a.m. and 4 p.m. on a business day.

1.5.3 A proxy form must accompany a notice calling a meeting.

1.6. Chair of meetings of creditors or members

1.6.1 The Convener is the meeting chair. However, if the Convener is unable to attend the meeting for any reason, the Convener may nominate another Person to be the chair of the meeting.

1.6.2 The chair must not, using any Proxy held by the chair, vote to increase or reduce the amount of the remuneration or expenses of an Administrator, Nominee or Supervisor unless the Proxy specifically directs the chair to vote in that way.

1.6.3 The chair may exclude any present or former Director or Officer of the Company from attendance at a meeting, either completely or for any part of it.

1.7. Entitlement to vote at meetings of creditors

1.7.1 Subject to this rule, every creditor of a Company who has notice of a creditors meeting of the Company is entitled to vote at the meeting or any adjournment of it.

1.7.2 Votes are to be calculated pro rata according to the amount of each creditor’s Debt at the date of the meeting (after deducting any repayment of Debt made by the Company).

1.7.3 A creditor may vote in relation to a Debt for an unliquidated amount or any Debt with an unascertained value and, for the purposes of voting (but not otherwise), the creditor’s Debt must be valued at US$1 unless the chair of the meeting agrees to put a higher value on it.

1.7.4 A secured creditor may vote only in relation to the unsecured part of the creditor’s Debt.

1.7.5 A Person is entitled to vote at the creditors meeting only if the Person has given, not later than midday on the business day before the day fixed for the meeting, Written details of the Debt that the Person claims to be due to the Person from the Company, and the claim has been duly admitted.

1.7.6 The chair of the meeting may allow a creditor to vote even though the creditor has Failed to comply with subrule 1.7.5, if satisfied that the Failure was caused by circumstances beyond the creditor’s control.

1.7.7 The chair of the meeting may call for any Document or other evidence to be produced to the chair if the chair considers it necessary for the purpose of substantiating the whole or any part of the claim.

1.8. Admission of claims of creditors for voting purposes

1.8.1 Subject to thisrule, at any creditors meeting of a Company the chair of the meeting must ascertain the entitlement of Persons wishing to vote and must admit or reject their claims accordingly.

1.8.2 The chair of the meeting may admit or reject a claim in whole or part.

1.8.3 Any creditor or member of the Company may appeal to the Court against decision of the chair of the meeting on any matter under this rule.

1.8.4 If the chair of the meeting is in doubt about whether a claim should be admitted or rejected, the chair must mark it as objected to and allow votes to be cast in relation to it, subject to the votes being subsequently declared invalid.

1.8.5 If on an appeal a decision of the chair is reversed or varied, or votes are declared invalid, the Court may order that another meeting be called or make any other order that it considers just. However, the Court may make an order under this subrule only if it considers that there has been unfair prejudice or material irregularity.

1.8.6 The chair of the meeting is not personally liable for any costs incurred by any Person in relation to an appeal to the Court under this rule.

1.9. Majority required for meetings of creditors

1.9.1 Unless these Rules otherwise require, at any creditors meeting of a Company a resolution is taken to be passed only if it is passed by a majority of more than one-half in value of the creditors present in person or by Proxy and voting on the resolution.

1.9.2 Any creditor or member of the Company may appeal to the Court against any decision of the chair of the meeting on any matter relating to whether a resolution has been passed at the meeting.

1.10. Entitlement to vote at meetings of members

1.10.1 At a meeting of members of a Company, members of the Company vote according to the rights respectively attaching to their Shares, or any other interests in the Company, under the Company’s Articles of Association.

1.10.2 At a meeting of members of a Company, if a Person is liable to contribute to the assets of the Company, but has no voting rights under the Company’s Articles of Association, the Person does not have a vote at the meeting. However, if the Person would ordinarily acquire voting rights under the Articles ofAssociation ifthe contributionwere to bemade,thePersonis entitled to those voting rights.

1.11. Majority require for meetings of members

Subject to any express provision of the Articles of Association of a Company, at a meeting of the members of the Company a resolution is taken to have been passed only if it is passed by a majority of more than one-half in value of the members present in person or by Proxy and voting on the resolution. The value of members is determined by reference to the number of votes given to each member by the Articles of Association. If the votes for and against a question are equal, the chair of the meeting has a castingvote.

1.12. Role of chair of meetings of creditors or members etc.

1.12.1 A creditors meeting and a members meeting of a Company may be held together if the chair (or chairs) of the meetings considers it appropriate.

1.12.2 The chair of a creditors or members meeting of a Company may, and must if the meeting so resolves, adjourn that meeting for no longer than 14 days.

1.12.3 If there are subsequently further adjournments of the meeting, the final adjournment must not be to a day later than 14 days after the day the meeting was originally held.

1.12.4 If, following the only or final adjournment of the meeting, a proposal (with or without modifications) has not been approved by the meeting, the proposal is taken to have been rejected.

1.12.5 The chair of a creditors or members meeting of a Company must make a record of the proceedings. The record must be kept as part of the records of the relevant Insolvency Proceedings. The record of the meeting must include a list of the Persons who were present or

represented at the meeting and, if a creditors committee is established at the meeting, the names and addresses of the members appointed to the committee.

1.12.6 If the chair of a creditors or members meeting of a Company holds a Proxy that requires the chair to vote for a particular resolution, and no other Person proposes that resolution:

• (a) the chair must propose the resolution, unless the chair considers that there is good reason for not doing so; and
• (b) if the chair does not propose the resolution, the chair must, as soon as possible after the meeting, tell the Person who gave the chair the Proxy why the chair did not propose the resolution.

1.13. Expenses of calling meetings of creditors or members etc.

1.13.1 Subject to this rule, the expenses of calling and holding a meeting of creditors or members of a Company at the request of a Person (other than the Administrator) must be paid by the Person. The Person must deposit security for payment of the expenses with the Administrator.

1.13.2 The Administrator must decide the amount to be deposited as security and need not act on the request unless the amount is deposited.

1.13.3 If a meeting of creditors is called at the request of a Person other than the Administrator, the meeting may vote that the expenses of calling and holding the meeting, and of calling and holding any meeting of members called at the same time, are to be payable out of the assets of the Company as an expense of the administration.

1.13.4 If a meeting of members is called at the request of members, the meeting may vote that the expenses of calling and holding the meeting are to be payable out of the assets of the Company, but subject to the right of creditors to be paid in full with interest.

1.13.5 The Administrator must refund any amount deposited by a Person under subrule 1.13.1 to the extent that it is not required for the payment of expenses of calling and holding the requested meeting.

1.14. Requests by creditors and members for meetings

1.14.1 Any request by a creditor to the Administrator of a Company for a meeting of creditors or members to be called must include, or be accompanied by:

• (a) a list of the creditors who have agreed to the request and the amount of their respective claims in the winding up; and
• (b) for each creditor agreeing to the request—Written confirmation of the agreement; and
• (c) a statement of the purpose of the proposed meeting.

1.14.2 If the Administrator considers the request to be properly made in accordance with the AIFC Insolvency Regulations and these Rules, the Administrator must fix the Venue for the meeting. The date fixed must not be more than 35 days after the day the Administrator receives the request.

1.14.3 The Administrator must give the creditors or members, as the case may be, 21 days notice of the meeting and the Venue for it.

1.14.4 Subrules 1.14.1 to 1.14.3 apply to a request by a member of a Company for a members meeting as if:

• (a) the reference in subrule 1.14.1(a) to the respective claims of creditors were a reference to substitute the members’ respective voting rights (worked out in accordance with rule 1.10 (Entitlement to vote at meetings of members) of this Schedule); and
• (b) the Persons to be given notice under subrule 1.14.3 were those appearing (by the Company’s books or otherwise) to be members of the Company or otherwise entitled to vote at the meeting under rule 1.10 of this Schedule; and
• (c) all other necessary changes were made.

2.1. Establishment of Creditors Committee etc.

2.1.1 A creditors committee may be established for a Company:

• (a) if an Administrator is appointed for the Company—at the Administrator’s request; or
• (b) by a creditors meeting.

2.1.2 The committee must consist of at least 3 and not more than 5 creditors of the Company.

2.1.3 Any creditor of the Company is eligible to be a member of the committee if the creditor’s claim has not been rejected for the purpose of the creditor’s entitlement to vote. A creditor of the Company who is not an individual may only act through a named representative.

2.1.4 The committee is not established until at least 3 of the Persons who are to be members of the committee have agreed to become members.

2.2. Functions and meetings of creditors committee

2.2.1 The creditors committee of a Company must assist the Administrator to Exercise the Administrator’s Functions, and must act in relation to the Administrator in the way that may be agreed from time to time.

2.2.2 The creditors committee may consent on behalf of creditors to any proposal by the Administrator. If the creditors committee consents to a proposal on behalf of the creditors, the proposal is binding on all creditors.

2.2.3 The creditors committee may withdraw its consent to a proposal. However, any withdrawal takes effect from when it is made, and does not invalidate the original consent.

2.2.4 Meetings of the creditors committee are to be held when and where the Administrator decides.

2.2.5 However, the Administrator must call a first meeting of the committee to take place within 3 months after the day it is established. After the first meeting of the committee, the Administrator must call a meeting:

• (a) if requested by a member of the committee or the representative of a member; and
• (b) for a specified date, if the committee has previously resolved that a meeting be held on that date.

2.2.6 A meeting called because of a request under paragraph (a) must be called for a date not later than 21 days after the day the Administrator receives the request.

2.2.7 The Administrator must give 7 days' notice of the Venue of a meeting to every member of the committee (or the member’s representative, if designated for that purpose), unless in any case the requirement of notice has been waived by or on behalf of any member. Waiver may be indicated either at or before the meeting.

2.3. Proceedings at meetings of creditors committee etc.

2.3.1 The chair of any meeting of the creditors committee must be the Administrator or a Person nominated in Writing by the Administrator.

2.3.2 A meeting of the committee is duly constituted if due notice has been given to all the members, and at least 2 members are present or represented.

2.3.3 A member of the committee may, in relation to the business of the committee, be represented by an individual authorised by the member.

2.3.4 However, a committee member may not be authorised to represent another committee member and an individual may not be authorised to represent 2 or more committee members at the same time.

2.3.5 The chair at any meeting of the committee may call on an individual claiming to represent a member to produce the individual’s letter of authority, and may exclude the individual if it appears that the authority is deficient.

2.3.6 If a member’s representative signs a Document on the member’s behalf, the fact that

the representative signs on the member’s behalf must be stated below the representative’s signature.

2.3.7 A member of the committee may resign by notice given to the Administrator.

2.3.8 A member of the committee automatically ceases to be a member if:

• (a) the member becomes bankrupt; or
• (b) the member is not present or represented at 3 consecutive meetings of the committee (unless at the third of those meetings it is resolved that this paragraph is not to apply to the member in relation to some or all of those meetings); or
• (c) the member ceases to be, or is found never to have been, a creditor.

2.3.9 A member of the committee may be removed by a resolution passed at a meeting of creditors. At least 14 days notice must be given of the resolution.

2.3.10 If a member of the creditors committee ceases to be a member of the committee, the Administrator may appoint any creditor to fill the vacancy, if a majority of the members of the committee agree to the appointment and the creditor consents to act. However, if there are at least 2 members of the Committee after the vacancy, the vacancy need not be filled if the Administrator and the remaining members of the committee agree.

2.3.11 At any meeting of the committee, each member of the committee (whether present personally or by the member’s representative) has 1 vote. A resolution is passed if a majority of the members present or represented vote in favour of it.

2.3.12 Every resolution passed must be recorded in Writing, either separately or as part of the minutes of the meeting. The record must be signed by the chair of the meeting and kept with the records of the relevant Insolvency Proceedings.

2.3.13 The Administrator may seek the agreement of the members of the committee to a resolution by sending a copy of the proposed resolution to every member (or the member’s representative designated for the purpose). The proposed resolution must be set out so that agreement or disagreement with the resolution may be indicated by the recipient on the copy sent to the recipient, separately from any other resolution sent to the recipient at the same time. Any member of the committee may, within 7 business days after the day the member receives the resolution, require the Administrator to call a meeting of the committee to consider the matters raised by the resolution. In the absence of such a request, the resolution is taken to have been passed by the committee if the Administrator is notified in Writing by a majority of the members that they agree with it.

2.4. Expenses of members of creditors committee

The Administrator of a Company must reimburse, out of the assets of the Company in the prescribed order of priority, any reasonable travelling expenses directly incurred by members of the creditors committee or their representatives in relation to their attendance at committee meetings or otherwise on committee business.

2.5. Dealings of creditor committee members with Company

2.5.1 Membership of the creditors committee of a Company does not prevent a Person from dealing with the Company while there is an Administrator of the Company if any transactions between the Company and the Person are entered into in good faith and for value.

2.5.2 The Court may, on the application of any Person interested, set aside a transaction between the Company and a member of the creditors committee if the transaction was not entered into in good faith and for value, and may give the consequential directions that it considers appropriate to compensate the Company for any loss that it may have incurred as a result of the transaction.

2.6. Formal defects in relation to creditors committee

The acts of the creditors committee of a Company are valid despite any defect in the appointment, election or qualifications of any member of the committee or any member’s representative or in the formalities of its establishment.

3.1. Required content for statement of affairs

A statement of a Company’s affairs must include particulars of the following matters:

1. (a) the Company’s assets, divided into the categories that are appropriate for easy identification, with estimated values assigned to each category;
2. (b) the extent (if any) to which the assets are secured in favour of creditors, with in each case particulars of the claim and its amount, and of how and when the Security Interest was created;
3. (c) the nature and amount of the Company’s Liabilities;
4. (d) amounts due to Preferential Creditors;
5. (e) creditors who are, or claim to be, secured;
6. (f) whether any and, if so, what guarantees have been given of the Company’s Debts by other Persons, specifying which (if any) of the guarantors are Persons connected with the Company;
7. (g) the jurisdictions where assets of the Company are situated;
8. (h) whether there are, to the knowledge of the Person or Persons preparing the statement, any circumstances giving rise to the possibility that, if the Company were to go into liquidation, claims may be made under section 96 (Transactions at undervalue), 97

(Preferences) or 99 (Invalid security interests) of the AIFC Insolvency Regulations;

1. (i) the names and addresses of the Company’s Preferential Creditors, with the amounts of their respective claims;
2. (j) the names and addresses of the Company’s secured creditors, with details of their

Security Interests, valuations of their Collateral, and information about the size of their respective claims;

1. (k) the names and addresses of the Company’s unsecured creditors, with the amounts of their respective claims;
2. (l) any Debts owed by or to the Company to or by Persons connected with it;
3. (m) the names and addresses of the Company’s members, with details of their respective shareholdings.

4.1. Meaning of Debt and Liability

4.1.1 In these Rules:

Debt, in relation to the winding up of a Company, means, subject to subrule 4.1.2, any of the following:

• (a) any debt or Liability to which the Company is subject on the day it Goes into Liquidation;
• (b) any debt or Liability to which the Company may become subject after that day because of any obligation incurred on or before that day;
• (c) any interest accrued on any debt mentioned in paragraph (a) or (b) that is provable; but excludes any obligation of the Company under or in relation to Excluded Property.

4.1.2 In working out whether, for any provision of the AIFC Insolvency Regulations or these Rules about the winding up of a Company, any Liability in tort is a debt provable in the winding up, the Company is taken to become subject to that Liability because of an obligation incurred when the cause of action accrued.

4.1.3 For any provision of the AIFC Insolvency Regulations or these Rules about the winding up of a Company, a reference to a Liability is a reference a liability to pay money or money’s worth, including, for example, any liability under any AIFC Regulations or AIFC Rules, any liability for breach of trust, any liability in contract, tort or bailment, and any liability arising out of an obligation to make restitution or as otherwise provided under the AIFC Regulations on Obligations.

4.1.4 In working out whether, for any provision of the AIFC Insolvency Regulations or these Rules about winding up of a Company, an obligation (however described) is a debt or liability, it is immaterial whether is a present or future obligation, whether it is certain or contingent, or whether its amount is fixed or liquidated or is capable of being ascertained by fixed rules or as a matter of opinion.

4.2. Definitions for these Rules

Administration: a Company is in Administration if there is an Administrative Receiver appointed for it.

AFSA Rules means rules adopted by the Board of Directors of the AFSA.

Authorised Market Institution means an Authorised Market Institution under the AIFC Financial Services Framework Regulations.

Authorised Person means an Authorised Person under the AIFC Financial Services Framework Regulations.

Collateral, in relation to a Security Interest, has the meaning given by Schedule 1 (Interpretation) of the AIFC Security Regulations.

Convener, of a meeting, means the Person who calls the meeting.

Creditor Member, of the liquidation committee in the winding up of a Company, means a member of the committee appointed by the creditors or under rule 5.39 (Creditor Member vacancy on liquidation committee).

Debt, in relation to the winding up of a Company, has the meaning given by rule 4.1 (Meaning of Debt and Liability) of this Schedule.

Director, in relation to a Company, means a director of the Company.

Excluded Property, in relation to a Company that is an Investment Intermediary, means:

1. (a) if section 36 (Effect of insufficiency on Account Holders’ rights) of the AIFC Personal Property Regulations applies in relation to the Company—any property to that section applies in relation to the Company; or
2. (b) if any AFSA Rules relating to the holding by Investment Intermediaries of Money belonging to third parties apply in relation to the Company—any Money to which those Rules apply in relation to the Company.

First Meeting of Creditors and First Meeting of Contributories have the meanings respectively given by rule 5.10.4 (First meetings of creditors and contributories).

Future has the meaning given by Schedule 1 (Interpretation) of the AIFC Personal Property Regulations.

Insolvency Proceedings means any proceedings, whether in the Court or otherwise, under the AIFC Insolvency Regulations or these Rules.

Investment has the meaning given by Schedule 1 (Interpretation) of the AIFC Personal Property Regulations.

Investment Account has the meaning given by Schedule 1 (Interpretation) of the AIFC Personal Property Regulations.

Investment Entitlement has the meaning given by Schedule 1 (Interpretation) of the AIFC Personal Property Regulations.

Investment Intermediary has the meaning given by Schedule 1 (Interpretation) of the AIFC Personal Property Regulations.

Liability, in relation to the winding up of a Company, has the meaning given by rule 4.1 (Meaning of Debt and Liability) of this Schedule.

Money includes money, or a money claim (including a claim in relation to a balance credited to an account or arising in connection with a close out Netting Agreement), in any currency.

Netting Agreement has the meaning given by Schedule 1 (Interpretation) of the AIFC Netting Regulations.

Preferential Creditor means a creditor who, under any provision of the Acting Law of the AIFC, is entitled to be paid in priority to ordinary creditors.

Proof and Proving, in relation to the winding up of a Company, have the meanings respectively given by rule 5.16.1 (Proof of Debts in liquidation).

Proxy has the meaning given by rule 8.5.1 (Proxies).

Responsible Insolvency Practitioner, for any Insolvency Proceedings in relation to a Company, means the Insolvency Practitioner who is the Supervisor of an approved Voluntary Arrangement for the Company or the Administrator of the Company.

Secured Party, in relation to a Security Interest, has the meaning given by Schedule 1 (Interpretation) of the AIFC Security Regulations.

Security Interest has the meaning given by Schedule 1 (Interpretation) of the AIFC Security Regulations.

Venue, for a meeting, means the time, date and place of the meeting

1.1 Name

These Rules are the AIFC Preferential Creditor Rules 2019 (or PCR).

1.2 Commencement

These Rules commence on 14 February 2019.

1.3 Legislative authority

These Rules are adopted by the Board of Directors of the AFSA under section 181 (Power to adopt rules etc.) of the AIFC Companies Regulations.

Note: Section 66(2) of the AIFC Insolvency Regulations provides that those Rules may make provision for or in relation to designating certain types of claim on a Company as preferential debts and to prescribing any priorities for their payment and as to the ranking of other claims.

1.4 Application of these Rules

These Rules apply within the jurisdiction of the AIFC.

1.5 These Rules apply to all Insolvency Proceedings

These Rules apply to all Insolvency Proceedings in relation to a Company, whether they commenced before the commencement of these Rules or the Relevant Date for the Company is a date that occurred before the commencement of these Rules.

1.6 Definitions etc.

1.6.1 Schedule 1 (Interpretation) contains definitions used in these Rules.

1.6.2 Terms used in these Rules (other than terms defined in Schedule 1) have the same meanings as they have, from time to time, in the AIFC Insolvency Regulations, or the relevant provisions of those Regulations, unless the contrary intention appears.

Note: For definitions in the AIFC Insolvency Regulations applying to these Rules, see Schedule 3 of those Regulations. The definitions in that Schedule relevant to these Rules include the following:

• Administrative Receiver

• Administrator

• AFSA

• AIFC

• Company

• Court

• Goes into Liquidation

• Insolvency