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.