111. Relevant Transfer

The AFSA may provide by Rules that the transfer of the business of carrying on specified Regulated Activities by an Authorised Firm (a “Relevant Transfer”) either:

• (a) may only be made by an order of the AIFC Court under section 113; or
• (b) may be made by such an order if the transferor elects.

112. Application to the AIFC Court

(1) An application to the AIFC Court for an order sanctioning a Relevant Transfer may be made by either the transferor or the transferee under the Relevant Transfer or both.

(2) Where an application is made to the AIFC Court for an order sanctioning a Relevant Transfer, the AFSA may give directions in respect of:

• (a) the preparation of a report in relation to the transfer;
• (b) the notification of specified Persons of the transfer; and
• (c) the publication of notices in relation to the transfer.

(3) On an application under (1), the following are entitled to be heard:

• (a) any Person who alleges that he would be adversely affected by the carrying out of the transfer; and
• (b) the AFSA.

113. Powers of the Court in relation to a transfer scheme

(1) The AIFC Court may make an order under this section approving a Relevant Transfer if:

• (a) any directions given by the ASFA pursuant to section 112(2) have been complied with;
• (b) on or before the Relevant Transfer becoming effective, the transferee:

(i) will have the authorisation required (if any) to enable it to carry on the business which is to be transferred to it in the place to which it is to be transferred; and

(ii) will possess adequate financial resources to carry on the business concerned in accordance with the legislation applicable in the place to which it is to be transferred; and

• (c) the AIFC Court considers, in all the circumstances of the case, it is appropriate to sanction the Relevant Transfer.

(2) If the AIFC Court makes an order sanctioning a Relevant Transfer, it may by that or any subsequent order make such provision (if any) as it thinks fit:

• (a) for the transfer to the transferee of the whole or any part of the undertaking concerned and of any property or liabilities of the Authorised Firm concerned; or
• (b) for the continuation by (or against) the transferee of any pending legal proceedings by (or against) the firm concerned; or
• (c) with respect to such incidental, consequential and supplementary matters as are, in its opinion, necessary to secure that the Relevant Transfer is fully and effectively carried out; or
• (d) for dealing with the interests of any Person who, within such time and in such manner as the AIFC Court may direct, objects to the Relevant Transfer; or
• (e) for the dissolution, without winding up, of any firm concerned.

(3) An order may:

• (a) transfer property or liabilities whether or not the Authorised Firm concerned otherwise has the capacity to effect the transfer in question; or
• (b) make provision in relation to property which was held by the Authorised Firm concerned as trustee; or
• (c) make provision as to future or contingent rights or liabilities of the Authorised Firm concerned, including provision as to the construction of instruments under which such rights or liabilities may arise.

(4) If an order makes provision for the transfer of property or liabilities:

• (a) the property is transferred to and vests in; and
• (b) the liabilities are transferred to and become liabilities of; the transferee as a result of the order.

(5) If any property or liability included in the order is governed by the law of any jurisdiction other than the AIFC, the order may require the Authorised Firm concerned, if the transferee so requires, to take all necessary steps for securing that the transfer to the transferee of the property or liability is fully effective under the law of that country or territory.

(6) Property transferred as the result of an order under this section may, if the AIFC Court so directs, vest in the transferee free from any charge which is (as a result of the scheme) to cease to have effect.

(7) An order under this section which provides for the transfer of property is to be treated as an instrument of transfer for the purposes of any Regulation or Rule requiring the delivery of an instrument of transfer to register property.