5.1. Name requirements

5.1.1.     The proposed name of a Venture Studio must end with “Limited” or “Ltd.”, or “Public Limited Company” or the abbreviation ‘PLC’ or ‘plc’ if applicable.

5.1.2.     The proposed name of a Venture Studio Company must end with “Limited” or “Ltd.” and comply with the relevant provisions of the Legislation Administered by the Registrar.

5.1.3.     A Venture Studio must include in its registered name or its trade name the words “Venture Studio”, “Venture Builder” or “Venture Builder Studio”.

5.2. Registered Office

5.2.1.     A Venture Studio must have a registered office in the AIFC and registered email address for the purpose of sections 24 and 24-1 of the AIFC Companies Regulations.

5.2.2.     During the Start-up Period, and provided that it has not had its Venture Studio Company status changed pursuant to subrule 5.6.3 or revoked pursuant to subrule 5.6.4, a Venture Studio Company’s registered office for the purpose of section 24 of the AIFC Companies Regulations may be the registered office of the Venture Studio which established the Venture Studio Company.

5.2.3.     Where the registered office of a Venture Studio Company is, pursuant to the provision of subrule 5.2.2, the same as that of the Venture Studio:

(a)                the Venture Studio Company, or the Venture Studio applying for its incorporation, must be required to submit proof to the Registrar that consent to share the premises has been obtained from the Venture Studio; and

(b)                when requested by the Registrar, the Venture Studio must provide a list of all Venture Studio Companies using the Venture Studio’s registered office pursuant to the provisions of subrule 5.2.2.

5.3. Permission to incorporate

5.3.1.     Upon deciding to grant permission to incorporate a Venture Studio or a Venture Studio Company, the Registrar must without undue delay inform the applicant in Writing of:

(a)                such decision; 

(b)                the date on which the certificate of incorporation applicable to the Venture Studio or a Venture Studio Company is deemed to take effect; and

(c)                any conditions and restrictions applicable to the Venture Studio Company.

5.3.2.     Upon deciding to refuse to grant permission to incorporate a Venture Studio or a Venture Studio Company, the Registrar must without undue delay inform the applicant in Writing of such refusal.

5.4. Accounting Records

5.4.1.  A Venture Studio must maintain and prepare Accounting Records as required under the AIFC Companies Regulations. 

5.4.2.     A Venture Studio Company must maintain Accounting Records as required under the AIFC Companies Regulations but will be exempt from any requirement to file its accounts with the Registrar or have them audited under Part 10 of the AIFC Companies Regulations.

5.5. Reporting and disclosure

Annual returns under section 26 of the AIFC Companies Regulations filed by a Venture Studio, on behalf of itself or a Venture Studio Company, must:

(a)                comply with the requirements of the AIFC Companies Regulations as they apply to a Company; and

 

(b)                in the case of a Venture Studio, confirm:

(i)                  it continues to be Controlled by 1 or more Qualifying Applicants;

(ii)                details of each Venture during the relevant reporting period:

(A)               sponsored by the Venture Studio and each Entrepreneur sponsored for residence purposes;

(B)               that has been converted into a Venture Studio Company; and

 

(C)              that has failed to be converted into a Venture Studio Company, and,

(iii)               details of each Venture Studio Company for which it has responsibility pursuant to subrule 4.1.2(d) and confirmation of its compliance with subrule 4.1.2(d).

5.6. Revocation or change of status

5.6.1.     The Registrar may, after following the Decision-Making Procedures and by a request from the Commissioner for Innovation in Writing, revoke the status of a Venture Studio if the Registrar has reason to believe that:

(a)                there is a change of Control of a Venture Studio resulting in it no longer being Controlled by 1 or more Qualifying Applicants; or

 

(b)                the Venture Studio is in material or continuous breach of its responsibilities under these Rules.

5.6.2.     If a Venture Studio’s status is revoked under subrule 5.6.1, the Venture Studio must:

(a)                cease to be a Venture Studio;

 

(b)                no longer be entitled to sponsor Ventures or establish Venture Studio Companies;

 

(c)                be required to terminate, as soon as is reasonably practicable, all sponsorships of Ventures and their associated Venture Sponsorship Agreements;

 

(d)                be required to terminate, as soon as is reasonably practicable, all residency visa sponsorships of the Entrepreneurs;

(e)                adhere to all the requirements under the AIFC Companies Regulations; and

 

(f)                  apply to the Registrar:

(i)                       to the change of status of all Venture Studio Companies established by it; or

(ii)                 to initiate a voluntary liquidation or strike-off of the Venture Studio Companies not involved in the process.

5.6.3.     The Venture Studio Company, or the Venture Studio involved, may apply to the Registrar in the prescribed form for a change of the Venture Studio Company’s status to a Private Company in the AIFC that falls outside the scope of these Rules if:

(a)                the Venture Studio that is responsible for a Venture Studio Company pursuant to 4.1.2(d) has its status revoked under subrule 5.6.1;

 

(b)                Venture Studio Company fails to comply with subrules 4.2.1(b), 4.2.1(c) or 4.2.1(d) without obtaining an applicable exemption pursuant to subrule 4.2.2; or

 

(c)                Venture Studio or Venture Studio Company otherwise fails to comply with these Rules.

5.6.4.     If any of the circumstances in subrules 5.6.3 (a) to (c) are applicable and the Venture Studio Company, or  the Venture Studio involved, has failed to apply for a change of its status pursuant to subrule 5.6.3 the Registrar may, after following the Decision-Making Procedures and, in the case of a Venture Studio Company authorised by the AFSA, notifying the AFSA, revoke its status as the Venture Studio Company.

5.6.5.     If a Venture Studio Company’s status is revoked under subrule 5.6.4, it must:

(a)                cease to be a Venture Studio Company;

 

(b)                no longer be entitled to the benefit of any exemption or concession (including as to fees) in these Rules; and

 

(c)                be required to adhere to all the requirements under the AIFC Companies Regulations.