8.1. Claims provable as Debts

In any Insolvency Proceedings in relation to a Company, all claims by creditors (other than claims in relation to Excluded Property) are provable as Debts against the Company whether they are present or future, certain or contingent, ascertained or sounding only in damages.

8.2. Conduct of meetings generally

8.2.1 If the AIFC Insolvency Regulations or these Rules require or permit a meeting of creditors or members or contributories to be held, the provisions of Schedule 1 apply in relation to the meeting.

8.2.2 In the application of Schedule 1 to a meeting of contributories, that Schedule has effect as if a reference to a meeting of members included a reference to a meeting of contributories, a reference to a member included a reference to a contributory, and all other necessary changes were made.

8.2.3 If the AIFC Insolvency Regulations or these Rules require or permit a committee of creditors to be established, the provisions of Schedule 2 apply in relation to the committee.

8.2.4 If a provision of these Rules (other than a provision of Schedule 1 or Schedule 2) is inconsistent with a provision of Schedule 1 or Schedule 2, the first provision prevails to the extent of the inconsistency, but the provisions must not be treated as inconsistent merely because the provisions deal with the same matter if the second provision can both be obeyed without contravening the first provision.

8.3. Provisions relating to Administrators appointed by Court

8.3.1 If the Court appoints an Administrator for a Company under the AIFC Insolvency Regulations, the appointment takes effect from the date specified in the Court’s order.

8.3.2 The Administrator must, within 28 days after the day of the Administrator’s appointment, give notice of the appointment to all creditors and members of the Company of whom the Administrator is aware. Alternatively, if the Court allows, the Administrator may advertise the appointment in accordance with the Court’s directions.

8.4. Handover of assets to new Administrator

8.4.1 If an Administrator of a Company intends to vacate office, whether by resignation or otherwise, the Administrator must give notice of the Administrator’s intention to the Court and to all relevant parties.

8.4.2 If any property (or any relevant property) of the Company has not been realised, applied, distributed or otherwise fully dealt with in the Administrator’s administration, the notice must include details of the nature of the property, its value (or the fact that it has no value), its location, any action taken by the Administrator to deal with the property or any reason for not dealing with it, and the current position in relation to it.

8.4.3 If a Person who is an Administrator of a Company ceasesto be an Administrator of the Company, the Person must, as soon as possible, deliver up to the Person’s successor as Administrator the assets of the Company held by the Person (after deducting any expenses properly incurred and distributions made). The Person must also deliver up to the successor:

• (a) the records of the Person’s administration, including any correspondence, Proofs and other related papers; and
• (b) the Company’s books, papers and other records.

8.4.4 If the Liquidator of a Company vacates office after the final meeting of creditors, the Liquidator must deliver up to the Court the Company’s books, papers and other records that have not already been disposed of in the course of the liquidation.

8.4.5 If an Administrator (A2) of a Company is appointed in succession to another Administrator (A1) (including a Provisional Liquidator), A2 must, on taking possession of the Company’s assets, discharge any balance owing to A1 on account of:

• (a) expenses properly incurred by A1 and payable under the AIFC Insolvency Regulations or these Rules; and
• (b) any advances made by A1 in relation to the assets, together with interest on the advances as may be appropriate. Alternatively, A2 may (before taking office) give A1 a written undertaking to discharge any balance out of the first realisation of assets.

8.4.6 A1 has a Security Interest in the Company’s assets in relation to any amounts due to A1 under subrule 8.4.5. But, if A2 realises assets to pay the amounts, A1’s Security Interest does not apply to amounts deductible by A2 from the proceeds of realisation for expenses properly incurred in realising the assets.

8.4.7 A2 must, from time to time out of the proceeds of realisation of Company property, discharge all guarantees properly given by A1 for the benefit of the Company.

8.4.8 A1 must give A2 all information relating to the affairs of the Company, and the course of A1’s administration, as A1 considers to be reasonably necessary for the effective discharge of A2’s duties as Administrator.

8.5. Proxies

8.5.1 For these Rules, a Proxy is an authority given by a Person (the principal) to another Person (the proxy-holder) to attend a meeting and speak and vote as the principal’s representative.

8.5.2 Only 1 Proxy may be given by a Person for any meeting at which the Person wishes to be represented, and it may only be given to 1 Person who is an individual aged 18 years or older. But the principal may specify 1 or more other individuals aged 18 years or older to be proxyholder in the alternative, in the order in which they are named in the Proxy.

8.5.3 A Proxy for a particular meeting may be given to the Person who is to be the chair of the meeting.

8.5.4 A Person given a Proxy under subrule 8.5.3 cannot decline to be the proxy-holder in relation to the Proxy.

8.5.5 A Proxy requires the proxy-holder to give the principal’s vote on matters arising for decision at the meeting, to abstain, or to propose, in the principal’s name, a resolution to be voted on by the meeting, either as directed or in accordance with the proxy-holder’s own discretion.

8.5.6 Proxies used for voting at any meeting must be kept by the chair of the meeting, and must be given, as soon as possible after the meeting, to the Responsible Insolvency Practitioner (if the chair is not the Responsible Insolvency Practitioner).

8.6. Service of notices etc.

8.6.1 This rule applies to a notice or other Document that is required or permitted under the AIFC Insolvency Regulations or these Rules to be served on a Person (whether the word ‘deliver’, ‘give’, ‘notify’, ‘send’ or another word is used).

8.6.2 If the Document is a notice (however described), the Document must be served on the Person in Writing, unless the AIFC Insolvency Regulations or these Rules otherwise provide or the Court requires or permits the notice to be given in another way.

8.6.3 The Document may be served on the Person:

• (a) by personal service; or
• (b) by sending it to the Person by prepaid, certified post.

8.6.4 Subrule 8.6.3 does not affect the operation of a provision of any AIFC Regulations or any other provision of any AIFC Rules that requires or permits the Document to be served on the Person otherwise than as provided in that subrule.

8.6.5 If 2 or more Persons are acting jointly as the Responsible Insolvency Practitioner in any Insolvency Proceedings, service of the Document on any of them is taken to be service of the Document on all of them.

8.6.6 If the Document is a notice (however described) that is required or permitted to be served by the Responsible Insolvency Practitioner in any Insolvency Proceedings, service of the Document may be proved by means of a certificate, stating that the Document was duly posted, given by the Responsible Insolvency Practitioner, the practitioner’s authorised representative, or a partner or employee of either of them.

8.6. Service of notices etc.

8.6.1 This rule applies to a notice or other Document that is required or permitted under the AIFC Insolvency Regulations or these Rules to be served on a Person (whether the word ‘deliver’, ‘give’, ‘notify’, ‘send’ or another word is used).

8.6.2 If the Document is a notice (however described), the Document must be served on the Person in Writing, unless the AIFC Insolvency Regulations or these Rules otherwise provide or the Court requires or permits the notice to be given in another way.

8.6.3 The Document may be served on the Person:

• (a) by personal service; or
• (b) by sending it to the Person by prepaid, certified post.

8.6.4 Subrule 8.6.3 does not affect the operation of a provision of any AIFC Regulations or any other provision of any AIFC Rules that requires or permits the Document to be served on the Person otherwise than as provided in that subrule.

8.6.5 If 2 or more Persons are acting jointly as the Responsible Insolvency Practitioner in any Insolvency Proceedings, service of the Document on any of them is taken to be service of the Document on all of them.

8.6.6 If the Document is a notice (however described) that is required or permitted to be served by the Responsible Insolvency Practitioner in any Insolvency Proceedings, service of the Document may be proved by means of a certificate, stating that the Document was duly posted, given by the Responsible Insolvency Practitioner, the practitioner’s authorised representative, or a partner or employee of either of them.