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.