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.