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 the AIFC:
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);

(x) the registered email address.

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.