3.1. Formation of special purpose companies

3.1.1. For section 13 (Formation of companies) of the AIFC Companies Regulations, a Person applying for the incorporation of a Special Purpose Company must be an Incorporator, a Company service provider or any law or accounting firm.

3.1.2. For section 13(4) of the AIFC Companies Regulations, an application for incorporation of a Special Purpose Company must also include confirmation from each Incorporator that the Special Purpose Company will only conduct ExemptActivities.

3.1.3. For section 13(4)(d) of the AIFC Companies Regulations, there is no minimum requirement for the initial share capital of a Special Purpose Company.

3.2. Articles of Association

3.2.1. The Registrar of Companies may, from time to time, adopt, and publish, Standard Articles of Association for Special Purpose Companies (model articles).

3.2.2. Unless the Standard Articles of Association for Special Purpose Company are adopted by a Special Purpose Company in their entirety, the proposed Articles of Association, signed by or on behalf of each incorporator, must be filed with the application.

3.2.3. However, the Incorporators may choose to modify the model articles. The Registrar of Companies may object to any modification of the model articles if the Registrar considers that the modification is inappropriate having regard to the nature of a Special Purpose Company and the activities that it is permitted to conduct.

3.2.4. If an amendment of the Articles of Association of a Special Purpose 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 Special Purpose Company and the activities that it is permitted to conduct.

3.3. Incorporation of Special Purpose Companies

3.3.1. 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 Special Purpose Company, the Registrar of Companies must incorporate it as a Special Purpose Company if satisfied that it is eligible to be incorporated as a Special Purpose Company.

3.3.2. The certificate of incorporation issued under section 16(1)(a) (Effect of incorporation) of the AIFC Companies Regulations for a Special Purpose Company must state that the company is incorporated as a Special Purpose Company.

3.3.3. On the incorporation of a Special Purpose Company, 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 Special Purpose Companies Register.

3.3.4. 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 Special Purpose Companies (the Special Purpose Companies Register).

3.4. Conduct of business by Special Purpose Company

3.4.1. A Special Purpose Company must receive its corporate administration services from a Company service provider. A Special Purpose Company may receive administration services for its assets from a third party asset administration or management provider.

3.4.2. [intentionally omitted].

3.4.3. Section 24(3) (Registered office and conduct of business) of the AIFC Companies Regulations does not apply to a Special Purpose Company.