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.