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1. AIFC Companies Regulations

Section 13

13. Formation of companies

(1) A company may be incorporated under these Regulations on the application of any 1 or more Persons in accordance with this Part.

(2) A company must not be incorporated for an unlawful purpose.

(3) An application for the incorporation of a company must be filed with the Registrar by the

Incorporators or their duly authorised representative.

(4) The application must state the following:

(a) the proposed name of the Company;

(b) whether the proposed Company is to be a Private Company or a Public Company;

(c) the nature of the business to be conducted by the proposed Company;

(d) the amount of the initial share capital and shareholdings of the Incorporators;

(e) the nominal value of each Share;

(f) the address of the proposed Company’s registered office;

(g) the following information for each Incorporator:

13. Formation of companies

(1) A company may be incorporated under these Regulations on the application of any 1 (one) or more Persons in accordance with this Part.

(2) A company must not be incorporated for an unlawful purpose.

(3) An application for the incorporation of a company must be filed with the Registrar by the Incorporators or their duly authorised representative.

(4) The application must state the following:

(a) the proposed name of the Company;

(b) whether the proposed Company is to be a Private Company or a Public Company;

(c) the nature of the business to be conducted by the proposed Company;

(d) the amount of the initial share capital and shareholdings of the Incorporators;

(e) the nominal value of each Share;

(f) the address of the proposed Company’s registered office;

(g) the following information for each Incorporator:

Category 4) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(i) the full name, nationality and address of the Incorporator;

(ii)if the Incorporator is an individual and is to hold Shares in trust for another

Person—the full name, nationality and address of the beneficial owner of the

Shares;

(iii)if the Incorporator is a Body Corporate—the beneficial ownership information of

the Body Corporate required by the Rules;

(h) the full name (including any previous names), nationality, address, business occupation (if any) and date of birth of the individuals who are to serve as the Directors and, if applicable, the Secretary;

(i) the other particulars (if any) required by the Registrar or the Rules; and

(j) the particulars required by Part 14-1 (Ultimate Benefecial Owners) of these Regulations.

(5) The proposed Articles of Association, signed by or on behalf of each Incorporator, must be filed with the application.

(i) the full name, nationality and address of the Incorporator;

(ii)if the Incorporator is an individual and is to hold Shares in trust for another

Person—the full name, nationality and address of the beneficial owner of the

Shares;

(iii)if the Incorporator is a Body Corporate—the beneficial ownership information of

the Body Corporate required by the Rules;

(h) the full name (including any previous names), nationality, address, business occupation (if any) and date of birth of the individuals who are to serve as the Directors and, if applicable, the Secretary;

(i) the other particulars (if any) required by the Registrar or the Rules; and

(j) the particulars required by Part 14-1 (Ultimate Benefecial Beneficial Owners) of these Regulations.

(5)         Unless the Standard Articles are adopted by a Company in their entirety, the proposed Articles of Association, signed by or on behalf of each Incorporator, must be

filed with the application.

Section 14

14. Articles of Association

(1) A Company’s Articles of Association must be in the English language and must be divided into paragraphs numbered consecutively.

(2) A Company’s Articles of Association must contain:

(a) a statement as to whether the Company is a Private Company or a Public Company; and

(b) the information mentioned in section 13(4)(a) to (h) (Formation of companies); and

(c) the other matters (if any) required by these Regulations or the Rules to be included in the Articles of Association of a Company.

(3) The Articles of Association may contain any other matters that the Shareholders wish to include in the Articles of Association. However, the Articles of Association must not contain a provision that is inconsistent with these Regulations or the Rules.

14.         Articles of Association

(1)A Company’s Articles of Association must be in the English language and must be divided into paragraphs numbered consecutively.

(2)A Company’s Articles of Association must contain:

(a)a statement as to whether the Company is a Private Company or a Public Company; and

(b)the information mentioned in section 13(4)(a) to (h) (c) (Formation of companies); and

(c)the other matters (if any) required by these Regulations or the Rules to be included in the Articles of Association of a Company.

(3)         The Articles of Association may contain any other matters that the Shareholders wish to include in the Articles of Association. However, the Articles of

Association must not contain a provision that

Category 4) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(4) A Company may adopt, as its Articles of Association, the whole or any part of the Standard Articles that is relevant to the Company.

(5) If Standard Articles are not adopted by a Company in their entirety, the Company must submit to the Registrar, before the Articles of Association are adopted by the Company, a statement by the Incorporators that the Articles of Association proposed to be adopted by the Company comply with the requirements of these Regulations, the Rules and all other applicable AIFC Regulations and AIFC Rules.

(6) If any change to these Regulations, the Rules or any other applicable AIFC Regulations or AIFC Rules results in an inconsistency between the provisions of a Company’s Articles of Association and the provisions of these Regulations, the Rules or any other applicable AIFC Regulations or AIFC Rules:

(a) the provisions of these Regulations and any other applicable AIFC Regulations and AIFC

Rules prevail; and

(b) the Company is not required to amend its Articles of Association, unless these Regulations, the Rules or any other applicable AIFC Regulations expressly require it to

do so.

is inconsistent with these Regulations or the Rules.

(4)A Company may adopt, as its Articles of Association, the whole or any part of the Standard Articles that is relevant to the Company.

(5)If Standard Articles are not adopted by a Company in their entirety, the Company must submit to the Registrar, before the Articles of Association are adopted by the Company, a statement by the Incorporators that the Articles of Association proposed to be adopted by the Company comply with the requirements of these Regulations, the Rules and all other applicable AIFC Regulations and AIFC Rules.

(6)If any change to these Regulations, the Rules or any other applicable AIFC Regulations or AIFC Rules results in an inconsistency between the provisions of a Company’s Articles of Association and the provisions of these Regulations, the Rules or any other applicable AIFC Regulations or AIFC Rules:

(a)the provisions of these Regulations and any other applicable AIFC Regulations and AIFC Rules prevail; and

(b)the Company is not required to amend its Articles of Association, unless these Regulations, the Rules or any other applicable AIFC Regulations expressly

require it to do so.

Section 15

15. Decision on incorporation application etc.

(1) The Registrar may refuse to incorporate a Company for any reason the Registrar considers to be a proper reason for refusing to incorporate the Company.

(2) If the Registrar incorporates a Company, the Registrar must register the Articles of Association

filed with the application for incorporation.

15.         Decision on incorporation application etc.

(1)The Registrar may refuse to incorporate a Company for any reason the Registrar considers to be a proper reason for refusing to incorporate the Company.

(2)If the Registrar incorporates a Company, the Registrar must register the Articles of Association filed with the application for incorporation, unless Standard Articles are adopted by a Company in their

entirety.

Category 4) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

Section 16

16. Effects of incorporation etc.

(1) On the incorporation of a Company and registration of its Articles of Association, the Registrar must:

(a) issue a certificate of incorporation confirming that the Company is incorporated

16.         Effects of incorporationetc.

(1)On the incorporation of a Company and registration of its Articles of Association, the Registrar must:

(a)issue a certificate of incorporation confirming that the Company is incorporated

Category 4) of amendments set out in “Key elements of proposed amendments” of the Consultation

Paper

as either a Private Company or a Public Company; and

(b) assign a number to the Company, which is to be the Company’s identification number;

And

(c) enter the name of the Company in the Register.

(2) On the date of incorporation mentioned in the certificate of incorporation:

(a) the Incorporators of the Company become the Shareholders of the Company; and

(b) the Company, having the name contained in the certificate of incorporation, becomes a body corporate, capable of Exercising all the Functions of an incorporated Company.

(3) A certificate of incorporation issued by the Registrar is conclusive evidence of the following matters:

(a) that the Company has been duly incorporated;

(b) whether the Company is a Public Company or a Private Company;

(c) that the requirements of these Regulations and the Rules have been complied with in respect of the incorporation of the Company.

(4) Without limiting subsection (1)(a), the Registrar may make alternative arrangements relating to the issue of certificates of incorporation to Companies in circumstances prescribed by the Rules.

as either a Private Company or a Public Company; and

(b)assign a number to the Company, which is to be the Company’s identification number; and

(c)enter the name of the Company in the Register.

(2)On the date of incorporation mentioned in the certificate of incorporation:

(a)the Incorporators of the Company become the Shareholders of the Company; and

(b)the Company, having the name contained in the certificate of incorporation, becomes a body corporate, capable of Exercising all the Functions of an incorporated Company.

(3)A certificate of incorporation issued by the Registrar is conclusive evidence of the following matters:

(a)that the Company has been duly incorporated;

(b)whether the Company is a Public Company or a Private Company;

(c)that the requirements of these Regulations and the Rules have been complied with in respect of the incorporation of the Company.

(4)         Without limiting subsection (1)(a), the Registrar may make alternative arrangements relating to the issue of certificates of incorporation to Companies in

circumstances prescribed by the Rules.

Section 17

17. Notification of change in Registered Details of Company

(1) If any of the Registered Details of a Company change, the Company must notify the Registrar in

Writing of the change within 14 days after the day the change happens and must comply with all

other requirements applying to the Company under the Rules in relation to the change.

(2) Contravention of this section is punishable by a fine.

17. Notification of change in Registered Details of Company

(1) If any of the Registered Details of a Company change, the Company must notify the Registrar in

Writing of the change within 14 days after the day the change happens and must comply with all

other requirements applying to the Company under the Rules in relation to the change.

(2) Contravention of this section is punishable by a fine.

Category 7) of amendments set out “Key elements of proposed amendments” of the Consultation Paper

(3) The change in Registered Details notice must be accompanied by the fee prescribed by the Rules from time to time.

Section 18

18. Effect of Articles of Association

(1) Subject to these Regulations and the Rules, on registration the Articles of Association bind the Company and its Shareholders to the same extent as if theyhad been signed by the Company and by each Shareholder, and contained covenants by the Company and each Shareholder to comply with all their provisions.

(2) An amount payable by a Shareholder to the Company under the Articles of Association is a debt due from the

Shareholder to the Company.

18.         Effect of Articles ofAssociation

(1)Subject to these Regulations and the Rules, on registrationthe Articles of Association bind the Company and its Shareholders to the same extent as if they had been signed by the Company and by each Shareholder, and contained covenants by the Company and each Shareholder to comply with all their provisions.

(2)An amount payable by a Shareholder to the Company under the Articles of Association is a debt due from the

Shareholder to the Company.

Category 4) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

Section 19

19. Amendment of Articles of Association

(1) Subject to these Regulations and the Rules, a Company may amend its Articles of Association by Special Resolution.

(2) Unless an amendment of the Articles of Association of a Company relates solely to a change of its name, correcting manifest errors or increasing the amount of its authorised or issued share capital, the Company must, before the amendment is made, submit to the Registrar:

(a) the proposed amendment; and

(b) a certificate given by at least 1 of the Directors of the Company stating that the proposed amendment complies with the requirements of these Regulations and the Rules and all other applicable AIFC Regulations and AIFC Rules.

(3) If the Articles of Association of a Company are amended, the rights and obligations of the

Shareholders and the Company that arose under the Articles of Association before the amendment is made are not be affected unless the amendment expressly provides for it to have such an effect.

(4) Despite anything in the Articles of Association of a Company, a Shareholder of the Company is not bound by an amendment made to the articles after the day the Shareholder became a Shareholder so far as the amendment:

19.         Amendment of Articles of Association

(1)Subject to these Regulations and the Rules, a Company may amend its Articles of Association by Special Resolution or by any other means provided by the Company’s Articles of Association.

(2)Unless an amendment of the Articles of Association of a Company relates solely to a change of its name, correcting manifest errors or increasing the amount of its authorised or issued share capital, the The Company mustCompany must, before the amendment is made, within 14 days after the amendments to the Articles of Association are made, submit to the Registrar:

(a)the proposed amendmenta copy of the Articles of Association as amended; and

(b)a certificate given by at least 1 of the Directors of the Company stating that the proposed amendment complies with the requirements of these Regulations and the Rules and all other applicable AIFC Regulations and AIFC Rules; and

(c) a copy of a Special Resolution, agreement, enactment, order or any other document by which the Articles of Association are amended.

(2-1)     The Registrar may rely on the certificate, provided in accordance with subsection 2 (b), as sufficient evidence of thematters stated in it.

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(c) requires the Shareholder to take or subscribe for more Shares than those held by the

Shareholder at the end of the day immediately before the amendment is made; or

(d) in any way increases the Shareholder’s Liability at the end of that day to contribute to the

Company’s share capital or otherwise to pay an amount to the Company.

(5) Subsection (4) does not apply in relation to the Shareholder if the Shareholder, either before or

after the amendment is made, agreed to be bound by it.

(3)If the Articles of Association of a Company are amended, the rights and obligations of the Shareholders and the Company that arose under the Articles of Association before the amendment is made are not be affected unless the amendment expressly provides for it to have such an effect.

(4)Despite anything in the Articles of Association of a Company, a Shareholder of the Company is not bound by an amendment made to the articles after the day the Shareholder became a Shareholder so far as the amendment:

(c a)      requires the Shareholder to take or subscribe for more Shares than those held by the Shareholder at the end of the day immediately before the amendment is made; or

(d b)      in any way increases the Shareholder’s Liability at the end of that day to contribute to the Company’s share capital or otherwise to pay an amount to the Company.

(5)Subsection (4) does not apply in relation to the Shareholder if the Shareholder, either before or after the amendment is made,

agreed to be bound by it.

Section 22

22. Change of Company name

22.         Change of Company name

(1)A Company must not change its name otherwise than by Special Resolution or by other means provided for by the company’s Articles of Association and must not change its name to a name that is not acceptable to the Registrar.

(2)If a Company changes its name by Special Resolution in accordance with subsection (1), the Company must filethe Special Resolution the accompanying notice or a statement that the change of name has been made by means provided for by the company’s Articles of Association with the Registrar within 14 days after the day the Special Resolution is passed the change is made.

(3)Contravention of subsection (1) or

(2) is punishable by a fine.

(4)         If a Company changes its name and complies with subsection (2) in relation to the

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(1) A Company must not change its name otherwise than by Special Resolution and must not change its name to a name that is not acceptable to the Registrar.

(2) If a Company changes its name by Special Resolution in accordance with subsection (1), the Company must file the Special Resolution with the Registrar within 14 days after the day the Special Resolution is passed.

(3) Contravention of subsection (1) or (2) is punishable by a fine.

(4) If a Company changes its name and complies with subsection (2) in relation to the change, the Registrar must, as soon as practicable:

(a) enter the new name in the Register in place of the former name; and

change, the Registrar must, as soon as practicable:

(a)enter the new name in the Register in place of the former name; and

(b)issue a certificate of name change showing the previous name and the new name of the Company.

(5)The change of name takes effect on the day the Registrar issues the certificate of name change.

(6)The change of name does not:

(a)affect any rights or obligations of the Company; or

(b)render defective any legal proceedings by or against it.

(7)Any legal proceedings that could have been commenced or continued against the Company under its former name may be commenced or continued against it under its new name.

(8)A Company may obtain the prior approval of the Registrar to the new name before the name is changed by Special

Resolution.

(b) issue a certificate of name change showing the previous name and the new name of the

Company.

(5) The change of name takes effect on the day the Registrar issues the certificate of name change.

(6) The change of name does not:

(a) affect any rights or obligations of the Company; or

(b) render defective any legal proceedings by or against it.

(7) Any legal proceedings that could have been commenced or continued against the Company under its former name may be commenced or continued against it under its new name.

(8) A Company may obtain the prior approval of the Registrar to the new name before the name is changed by Special Resolution.

Section 24

24. Registered office and conduct of business

(1) A Company must, at all times, have a registered office in the AIFC to which all communications

and notices to the Company may be addressed.

(2) A Document may be served on a Company by leaving it at, or sending it by post to, the registered office of the Company in the AIFC.

24.         Registered office and conduct of business

(1)A Company must, at all times, have a registered office in the AIFC to which all communications and notices to the Company may be addressed.

(2)A Document may be served on a Company by leaving it at, or sending it by post to, the registered office of the Company in the AIFC.

(3)A Company must conduct its principal business activity in the AIFC, unless the Registrar otherwise permits.

(3-1)     A Company may change the address of its registered office by giving notice to the Registrar. The change takes effect upon the notice being registered by the Registrar.

(4)Contravention of subsection (1) or

(3) is punishable by a fine.

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(3) A Company must conduct its principal business activity in the AIFC, unless the Registrar otherwise permits.

(4) Contravention of subsection (1) or (3) is punishable by a fine.

New section

25-1.     Annual confirmation of accuracy of information on register

Category 1) of amendments

that substitut es section 26

(1)Every Company must, before the end of the period of 14 days after the end of each review period, deliver to the Registrar:

(a)such information as is necessary to ensure that the Company is able to make the statement referred to in paragraph (b), and

set out in “Key elements                         of proposed amendments” of                     the

Consultation Paper

(b)      a statement (a “confirmation statement”) confirming that all information required to be delivered by the Company to the Registrar in relation to the confirmation period concerned under any duty mentioned in subsection (2) either:

(i)    has been delivered, or

(ii) is being delivered at the same time as the confirmation statement.

(2)         The following duties are duties to notify:

(a)       the duty to give notice of a change in the address of the company's registered office;

(b)         the duty to give notice of a change in Shareholders or in particulars required to be included in Register of Shareholders;

(c)       the duty to give notice of a change in Directors or in particulars required to be included in Register of Directors;

(d)      in the case of a Company with a Secretary or a Public Company, the duty to give notice of a change in Secretary or joint Secretaries or in particulars required to be included in Register of Secretaries;

(e)         the duty to give notice of a change in Nominee Directors or in particulars required to be included in Register of Nominee Directors;

(f)the duty to give notice of a change in of UBO Details in relation to each of its Ultimate Beneficial Owners;

(g)in the case of a Company which keeps any company records at a place other than its registered office, any duty under this Regulations to give notice of a change in the address of that place;

(h)the duty to notify a change in company's principal business activities;

(i)the duty to deliver statement of capital;

(j)the duty to give a statement, for each class of Shares in the Company, setting out either:

(i)the name and address of each Shareholder who, on the filing date, held not less than 5% of the Allotted Shares of that class and the number of Shares of that class held by the Shareholder, together with the number of Shareholders each of whom, on that date, held less than 5% of the Allotted Shares of that class and the total number of Shares held by them; or

(ii)the name and address of every Shareholder who, on the filing date, held any Shares of that class and the number of Shares of that class held by the Shareholder; and

(m)the duty to give notice of a change in number of Shares held by the Company as treasury Shares;

(n) the duty to give notice of a change in other information (if any) required by the Regulations and Rules.

(3)         In this section:

 confirmation period means

(a)     in relation to a Company's first confirmation statement, means the period beginning with the day of the Company's incorporation and ending with the date specified in the statement (“the confirmation date”);

(b)    in relation to any other confirmation statement of a Company, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned.

(4)The confirmation date of a confirmation statement must be no later than the last day of the review period concerned.

(5)For the purposes of this section, each of the following is a review period:

(a)     the period of 12 months beginning with the day of the company's incorporation;

(b)    each period of 12 months beginning with the day after the end of the previous review period.

(6)But where a Company delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date.

(7)For the purpose of making a confirmation statement, a Company is entitled to assume that any information has been properly delivered to the Registrar if it has been delivered within the period of 5 days ending with the date on which the statement is delivered.

(8)But subsection (7) does not apply in a case where the Company has received notice from the Registrar that such information has not been properly delivered.

(9)The confirmation statement must be accompanied by the filing fee prescribed by the Rules from time to time.

(10)A Shareholder may request a Company to provide a copy of a confirmation

statement of the Company to the Shareholder. If the Shareholder pays the reasonable fee (if any) that the Company requires, the Companymust, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Shareholder a written copy of the confirmation statement or make a written copy of the confirmation statement available for the Shareholder at the Company’s registered office.

(11)A Person may request a Public Company to provide a copy of a confirmation statement of the Public Company to the Person. If the Person pays the reasonable fee (if any) that the Public Company requires, the Public Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Person a written copy of the confirmation statement or make a written copy of the confirmation statement available for the Person at the Public Company’s registered office.

(12)Contravention of this section is punishable by a fine.

Section 26

26. Annual returns

(1) A Company must, within 6 months of the end of each financial year, or other date the Registrar considers appropriate, file with the Registrar an annual return containing:

(a) its financial statements for the last financial year for which the Company’s accounts have

been prepared; and

(b) a statement, for each class of Shares in the Company, setting out either:

(i) the name and address of each Shareholder who, on the filing date, held not less

than 5% of the Allotted Shares of that class and the number of Shares of that class

held by the Shareholder, together with the number of Shareholders each of whom,

on that date, held less than 5% of the Allotted Shares of that class and the total

number of Shares held by them; or

(ii)the name and address of every Shareholder who, on the filing date, held any Shares of that class and the number of Shares of that class held by the

Shareholder; and

26. Annual returns [intentionally omitted]

(1) A Company must, within 6 months of the end of each financial year, or other date the Registrar considers appropriate, file with the Registrar an annual return containing:

(a) its financial statements for the last financial year for which the Company’s accounts have

been prepared; and

(b) a statement, for each class of Shares in the Company, setting out either:

(i) the name and address of each Shareholder who, on the filing date, held not less

than 5% of the Allotted Shares of that class and the number of Shares of that class

held by the Shareholder, together with the number of Shareholders each of whom,

on that date, held less than 5% of the Allotted Shares of that class and the total

number of Shares held by them; or (ii) the name and address of every

Shareholder who, on the filing date, held any Shares of that class and the number of Shares of that class held by the

Shareholder; and

Category 1) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(c) the particulars mentioned in section 13(4)(j) (Formation of companies) for each Director

and, if applicable, the Secretary; and

(c) the particulars mentioned in section 13(4)(j) (Formation of companies) for each Director

and, if applicable, the Secretary; and

(d) if Shares are held by the Company as treasury Shares—the entry required by section

62(8)(a) (Treasury Shares); and

(d) if Shares are held by the Company as treasury Shares—the entry required by section

62(8)(a) (Treasury Shares); and

(e) the other information, and declarations, (if any) required by the Rules.

(e) the other information, and declarations, (if any) required by the Rules.

(2) The annual return must be accompanied by the filing fee prescribed by the Rules from time to time.

(2) The annual return must be accompanied by the filing fee prescribed by the Rules from time to time.

(2-1) A Shareholder may request a Company to provide a copy of an annual return of the Company to the Shareholder. If the Shareholder pays the reasonable fee (if any) that the Company requires, the Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Shareholder a written copy of the annual return or make a written copy of the annual return available for the Shareholder at the Company’s registered office.

(3) A Person may request a Public Company to provide a copy of an annual return of the Public

Company to the Person. If the Person pays the reasonable fee (if any) that the Public Company

requires, the Public Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Person a written copy of the annual return or make a written copy of the annual return available for the Person at the Public Company’s registered office.

(2-1) A Shareholder may request a Company to provide a copy of an annual return of the Company to the Shareholder. If the Shareholder pays the reasonable fee (if any) that the Company requires, the Company must, within 10 days after the day the requestis received or the day any required payment is made (whichever is later), either give the Shareholder a written copy of the annual return or make a written copy of the annual return available for the Shareholder at the Company’s registered office.

(3) A Person may request a Public Company to provide a copy of an annual return of the Public

Company to the Person. If the Person pays the reasonable fee (if any) that the Public Company

requires, the Public Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Person a written copy of the annual return or make a written copy of the annual return available for the Person at the Public Company’s registered office.

(4) Contravention of subsection (1), (2-1) or

(3) is punishable by a fine.

(4) Contravention of subsection (1), (2-1) or (3) is punishable by a fine.

Section 28

28. Filing of Special Resolutions and certain other Resolutions and agreements

(1) This section applies to the following Resolutions and agreements in relation to a Company:

(a) any Special Resolution;

28.         Filing of Special Resolutions and certain other Resolutions and agreements affecting a Company's Constitutional Documents

(1)         This section applies to the following Resolutions and agreements in relation to a Company’s Constitutional Documents:

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation

Paper

(b) any Ordinary Resolution or agreement agreed to by all the Shareholders of the

Company that, if not agreed to by all the

(a)         any Special Resolution;

Shareholders, would not have been effective for its purpose, unless passed as a Special Resolution;

(c) any Ordinary Resolution or agreement agreed to by all the Shareholders of a class of Shares that, if not agreed to by all those Shareholders, would not have been effective for

its purpose, unless passed by some particular majority or otherwise in some particular way;

(d) any Ordinary Resolution or agreement that effectively binds all the Shareholders of a class

of Shares, although not agreed to by all those Shareholders.

(2) A reference in subsection (1) to the Shareholders of a Company, or to the Shareholders of class of Shares in a Company, does not include a reference to the Company itself if the Company is a Shareholder, or a Shareholder of that class of Shares, only because it holds Shares as treasury Shares.

(3) A Company must file a written copy of every Resolution or agreement to which this section applies or, if a Resolution or agreement is not in Writing, a written memorandum setting out its terms with the Registrar within 15 days after the day it is passed or made.

(4) Contravention of subsection (3) is punishable by a fine.

(b)any Ordinary Resolution or agreement agreed to by all theShareholders of the Company that, if not agreed to by all the Shareholders, would not have been effective for its purpose, unless passed as a Special Resolution;

(c)any Ordinary Resolution or agreement agreed to by all the Shareholders of a class of Shares that, if not agreed to by all those Shareholders, would not have been effective for its purpose, unless passed by some particular majority or otherwise in some particular way;

(d)any Ordinary Resolution or agreement that effectively binds all the Shareholders of a class of Shares, although not agreed to by all those Shareholders.

(2)A reference in subsection (1) to the Shareholders of a Company, or to the Shareholders of class of Shares in a Company, does not include a reference to the Company itself if the Company is a Shareholder, or a Shareholder of that class of Shares, only because it holds Shares as treasury Shares.

(3)A Company must file a written copy of every Resolution or agreement to which this section applies or, if a Resolution or agreement is not in Writing, a written memorandum setting out its terms with the Registrar within 15 days after the day it is passed or made.

(4)Contravention of subsection (3) is punishable by a fine.

Section 50

50.         Prohibition of public offers by Private Companies

(1)         A Private Company must not:

(a)make an offer of its Securities to the public; or

(b)allot or agree to allot its Securities to any Person with a view to the Securities being offered to the public.

(2)         Unless the contrary is proved, an allotment or agreement to allot Securities is presumed to be made with a view to such Securities being offered to the public if an offer of the Securities (or any of them) is made to the public:

50.         Prohibition of public offers by Private Companies

(1)         A Private Company must not:

(a)make an offer of its Securities to the public; or

(b)allot or agree to allot its Securities to any Person with a view to the Securities being offered to the public.

(2)         Unless the contrary is proved, an allotment or agreement to allot Securities is presumed to be made with a view to such Securities being offered to the public if an offer of the Securities (or any of them) is made to the public:

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(a)within 6 months after the allotment or agreement to allot; or

(b)before the receipt by the Company of the whole of the consideration to be received by the Company in respect of the Securities.

(3)A Private Company does not Contravene subsection (1) if it:

(a)acts in good faith under arrangements under which it is to re-register as a Public Company before the Securities are allotted;

(b)undertakes, as part of the terms of the offer, to re-register as a Public Company within 6 months after the day the offer is first made, and the undertaking is complied with; or

(c)offers Securities by way of placement as provided in the Rules made by the AFSA.

(4)         For this section:

(a)an offer to the public includes an offer to any section of the public, however selected; and

(b)an offer is not regarded as an offer to the public if:

(i)it can be properly regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the Securities becoming available to Persons other than those receiving the offer; or

(ii)it can be properly regarded, in all the circumstances, as being made to an existing Shareholder or Employee of the Company (or a member of the Person’s immediate family), an existing holder of a Debt Security of the Company, or a trustee for any of them, and, if it is made on terms renounceable, it can only be renounced in favour of another Person who is entitled to receive that offer; or

(iii)it can be properly regarded, in all the circumstances, as being an offer for Securities to be held under an Employee Share Scheme and, if it is made on terms renounceable, it can only be renounced in favour of another Person who is entitled to receive that offer.

(5)         Contravention of subsection (1) is punishable by a fine.

(a)within 6 months after the allotment or agreement to allot; or

(b)before the receipt by the Company of the whole of the consideration to be received by the Company in respect of the Securities.

(3)A Private Company does not Contravene subsection (1) if it:

(a)acts in good faith under arrangements under which it is to re-register as a Public Company before the Securities are allotted;

(b)undertakes, as part of the terms of the offer, to re-register as a Public Company within 6 months after the day the offer is first made, and the undertaking is complied with; or

(c)offers Securities by way of placement as provided in the Rules made by the AFSA; or

(d)offers, allots or allots by agreement Securities (Debt Securities) which was entitled by the Registrar on the application.

(4)         For this section:

(a)an offer to the public includes an offer to any section of the public, however selected; and

(b)an offer is not regarded as an offer to the public if:

(i)it can be properly regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the Securities becoming available to Persons other than those receiving the offer; or

(ii)it can be properly regarded, in all the circumstances, as being made to an existing Shareholder or Employee of the Company (or a member of the Person’s immediate family), an existing holder of a Debt Security of the Company, or a trustee for any of them, and, if it is made on terms renounceable, it can only be renounced in favour of another Person who is entitled to receive that offer; or

(iii)it can be properly regarded, in all the circumstances, as being an offer for Securities to be held under an Employee Share Scheme and, if it is made on terms renounceable, it can only be renounced in favour of another

Person who is entitled to receive that offer.

(5)         Contravention of subsection (1) is punishable by a fine.

Section 65

65. Reduction of Share Capital by Private Company supported by solvency statement

(1) A Resolution for reducing Share Capital of a Private Company is supported by a solvency

statement for section 64(1) (Reduction of share capital) if:

65.         Reduction of Share Capital by Private Company supported by solvency statement

(1)         A Resolution for reducing Share Capital of a Private Company is supported by a solvency statement for section 64(1) (Reduction of share capital) if:

Category 7) of amendments set out in “Key elements                         of proposed amendments” of                     the

Consultation

Paper

(a) on a day not more than 30 days and not less than 15 days before the date the reduction of the Share Capital is to have effect, the Company has published a notice in the Appointed Publications stating the following:

(a)         on a day not more than 30 days and not less than 15 days before the date the reduction of the Share Capital is to have effect, the Company has published a notice in the Appointed Publications stating the

following:

(i) the amount of the Share Capital as most recently determined by the Company;

(i)          the amount of the Share Capital as most recently determined by the Company;

(ii) the nominal value of each Share;

(ii)         the nominal value of each Share;

(iii) the amount by which the Share Capital is to be reduced;

(iii)       the amount by which the Share Capital is to bereduced;

(iv) the date the reduction is to have effect; and

(iv)        the date the reduction is to have effect; and

(b) the notice contains a solvency statement that complies with subsection (2).

(b)         the notice contains a solvency statement that complies with subsection (2).

(2) A solvency statement is a statement by each Director of the Company that the Director:

(a) has formed the opinion, as regards the Company’s situation at the date of the statement, that there is no ground on which the Company could be found to be unable to discharge

its debts as they fall due; and

(2)A solvency statement is a statement by each Director of the Company that the Director:

(a)has formed the opinion, as regards the Company’s situation at the date of the statement, that there is no ground on which the Company could be found to be unable to

discharge its debts as they fall due; and

(b) has also formed the opinion that:

(b)         has also formed the opinion that:

(i) if the Company intended to commence its winding up within 12 months after the

date of the statement, the Company would be able discharge its debts in full within 12 months of the commencement of the winding up; or

(i)          if the Company intended to commence its winding up within 12 months after the date of the statement, the Company would be able discharge its debts in full within 12 months of the commencement of

the winding up; or

(ii) in any other case, the Company would be able to discharge its debts as they fall

due during the year immediately after the date of the statement.

(ii)         in any other case, the Company would be able to discharge its debts as they fall due during the year immediately after the

date of the statement.

(3) A Director of the Company must not

make a solvency statement mentioned in

subsection (1)(b) unless the Director has reasonable grounds for the opinion expressed in the statement. In forming the opinion, the Director must take into account all of the Company’s Liabilities (including any contingent or prospective Liabilities).

(4) Contravention of subsection (3) is punishable by a fine.

(5) If a Company reduces the amount of its Share Capital, the Company must, within 30 days after the day the reduction takes effect, file with the Registrar a copy of the notice under subsection (1)

(3)A Director of the Company must not make a solvency statement mentioned in subsection (1)(b) unless the Director has reasonable grounds for the opinion expressed in the statement. In forming the opinion, the Director must take into account all of the Company’s Liabilities (including any contingent or prospective Liabilities).

(4)Contravention of subsection (3) is punishable by a fine.

(5)If a Company reduces the amount of its Share Capital, the Company must, within 30 14 days after the day the reduction takes effect, file with the Registrar a copy of the

notice under subsection (1)

Section 74

74. Directors

(1) A Private Company must have at least 1 director and a Public Company must have at least 2 directors.

(2) A Person must not be a Director if the Person:

(a) is not a natural person; or

(b) is under 18 years old; or

(c) is disqualified from being a Director because of:

(i) having been convicted of a criminal offence, involving dishonesty or moral turpitude, in any jurisdiction in the past 10 years; or

(ii)having been found guilty of insider trading or the equivalent in any jurisdiction at any time; or

(iii)having been judged disqualified by any court; or

(iv)having been disqualified by the AFSA; or

(v) a disqualification specified in the Articles of Association; or

(d) is an undischarged bankrupt.

74. Directors

(1)A Private Company must have at least 1 director and a Public Company must have at least 2 directors.

(1-1)     A company must have at least one director who is a natural person and meets therequirements set out in subsection (2).

(2)A Person, who is a natural person, must not be a Director if the Person:

(a)is not a natural person; or [intentionally omitted]

(b)is under 18 years old; or

(c)is disqualified from being a Director becauseof:

(i)having been convicted of a criminal offence, involving dishonesty or moral turpitude, in any jurisdiction in the past 10 years; or

(ii)having been found guilty of insider trading or the equivalent in any jurisdiction at any time; or

(iii)having been judged disqualified by any court; or

(iv)having been disqualified by the AFSA; or

(v)a disqualification specified in the Articles of Association; or

(d)is an undischarged bankrupt.

Category 2) of amendments set out in “Key elements                         of proposed amendments” of                     the

Consultation Paper

(3)    A Person, who is a Body Corporate, must not be a Director, unless the Person is:

(a)Ancillary Service Provider; or

(b)a holding company.

(4) Notwithstanding subsection (3) Registrar may grant or refuse to grant a permission to a Body Corporate to be appointed as a director of the Company. Guidance issued by Registrar may impose any restrictions and conditions on granting permission.

(5)Contravention of this section is punishable by a fine.

Section 92

92. Disqualification orders

(1) Without limiting any other powers available to the Registrar, if the Registrar considers that it is in the public interest that an individual should not, without the leave of the Court, be a Director of, or in any way (whether directly or indirectly) be concerned or take part in the management of, a Company, the Registrar may apply to the Court for an order to that effect against the Person.

(2) The Court may make the order applied for if satisfied that the Person’s conduct (including, for

example, any Breach by the person of any 1 or more of the duties under sections 77 to 83 and

section 85) makes the person unfit to be concerned or take part in the management of a Company.

An order under subsection (2) may be made:

(a) in the case of a first offence, for the period, not longer than 15 years; or

(b) in the case of a repeated offence, for an unlimited period, as the Court considers appropriate.

(3) A Person must not Contravene an order under subsection (2).

(4) Contravention of subsection (4) is

punishable by a fine

92. Disqualification orders

(1) Without limiting any other powers available to the Registrar, if the Registrar considers that it is in

the public interest that an individual a Person should not, without the leave of the Court, be a Director of, or in any way (whether directly or indirectly) be concerned or take part in the management of, a Company, the Registrar may apply to the Court for an order to that effect against the Person.

(2) The Court may make the order applied for if satisfied that the Person’s conduct (including, for

example, any Breach by the person Person of any 1 or more of the duties under sections 77 to 83 and

section 85) makes the person Person unfit to be concerned or take part in the management of a Company.

An order under subsection (2) may be made:

(a) in the case of a first offence, for the period, not longer than 15 years; or

(b) in the case of a repeated offence, for an unlimited period, as the Court considers appropriate.

(3) A Person must not Contravene an order under subsection (2).

(4) Contravention of subsection (4) is

punishable by a fine

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

Section 98

98. General provisions about meetings and votes

The following provisions apply to any General Meeting of a Company or of the holders of any class of

Shares in a Company unless the Articles of Association provide otherwise:

(a) a notice of every meeting must be given to every Shareholder entitled to receive it:

98. General provisions about meetings and votes

Thefollowing provisions applyto any General Meeting of a Company or of the holders of any class of Shares in a Company unless the Articles of Association provide otherwise:

(a)a notice of everymeeting must be given

to every Shareholder entitled to receive it:

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(i) by delivering or posting it to the Shareholder’s registered address; or

(ii)in the electronic form (if any) agreed to by the Shareholder; or

(iii)by making it available on the website (is any) agreed to by the Shareholder; or

(iv)in the other way or form (if any) agreed to by the Shareholder;

(b) except for a Company with a single Shareholder, at any General Meeting of the Company, 2 Shareholders personally present or represented by proxy are a quorum;

(c) at any meeting dealing with a variation of any class rights other than an adjourned meeting, the quorum is the number of Shareholders holding or representing by proxy at least 1/3 in nominal value of the issued and Allotted Shares of the class, and at an adjourned meeting,1 Shareholder holding Shares of the class or the Shareholder’s proxy is a quorum;

(d) any Shareholder elected by the Shareholders present at the meeting may chair the meeting;

(e) on a show of hands, every Shareholder present in person at the meeting has 1 vote and,

on a poll, every Shareholder has 1 vote for every Share held by the Shareholder.

(i)by delivering or posting it to the Shareholder’s registered address; or

(ii)in the electronic form (if any) agreed to by the Shareholder; or

(iii)by making it available on the website (is any) agreed to by the Shareholder; or

(iv)in the other way or form (if any) agreed to by the Shareholder;

(b)except for a Company with a single Shareholder, at any General Meeting of the Company, 2 Shareholders personally present or represented by proxy are a quorum;

(c)at any meeting dealing with a variation of any class rights other than an adjourned meeting, the quorum is the number of Shareholders holding or representing by proxy at least 1/3 in nominal value of the issued and Allotted Shares of the class, and at an adjourned meeting,1 Shareholder holding Shares of the class or the Shareholder’s proxy is a quorum;

(d)any Shareholder elected by the Shareholders present at the meeting may chair the meeting;

(e)on a show of hands, every Shareholder present in person at the meeting has 1 vote and, on a poll, every Shareholder has 1 vote for every Share held by the Shareholder.

(f)if practicable, voting can be arranged in any other form, determined in the

Articles of Association.

Section 104

104. Minutes and examination of minute books

(1) Every Company must ensure that minutes of all proceedings at General Meetings, meetings of the

holders of any class of Shares, and meetings of its Directors and of committees of Directors, are

entered in books kept for that purpose. The Company must ensure that the names of the Directors

104.      Minutes and examination of minute books

(1)         Every Company must ensure that minutes of all proceedings at General Meetings, meetings of the holders of any class of Shares, and meetings of its Directors and of committees of Directors, are entered in books kept for that purpose. The Company must ensure that the names of the Directors present at each of those meetings are recorded in the minutes.

Category 7) of amendments set out in “Key elements                         of proposed amendments” of                     the

Consultation Paper

present at each of those meetings are recorded in the minutes.

(2) If the minutes purport to be signed by the chair of the meeting at which the proceedings took place

or by the chair of the next meeting, the minutes are evidence of the proceedings.

(3) If minutes of a meeting have been made in accordance with this section, then, unless the contrary

is proved, the meeting is taken to have been duly called and held, and all proceedings that took

place at the meeting are taken to have duly taken place.

(4) A Company must ensure that the books containing the minutes of the General Meetings of the

Company, or of meetings of the holders of a class of Shares of the Company, are kept at the

Company’s registered office, and are open to inspection during business hours by a Shareholder

without charge.

(5) A Shareholder of a Company may, by giving the Company a Written request and paying the

reasonable amount (if any) required by the Company, ask the Company for a copy of any minutes

mentioned in subsection (4) (other than minutes of a meeting of the holders of a class of Shares if

the Shareholder is not a holder of that class of Shares). The Company must, within 7 days after the

day it receives the request and payment of any required amount, give the copy of the minutes to

the Shareholder.

(6) If a Company Contravenes subsection (4) or (5) in relation to a Shareholder of the Company, the

Registrar may, by Written notice given to the Company, direct the Company to immediately

comply with the subsection in relation to the Shareholder. If a Company is given a direction under

this subsection, the Company must comply

with the direction.

(2)If the minutes purport to be signed by the chair of the meeting at which the proceedings took place or by the chair of the next meeting, the minutes are evidence of the proceedings.

(3)If minutes of a meeting have been made in accordance with this section, then, unless the contrary is proved, the meeting is taken to have been duly called and held, and all proceedings that took place at themeeting are taken to have duly takenplace.

(4)A Company must ensure that the books containing the minutes of the General Meetings of the Company, or of meetings of the holders of a class of Shares of the Company, are kept at the Company’s registered office, and are open to inspection during business hours by a Shareholder without charge. The records mentioned in this subsection can be stored using a system of mechanical or electronic data processing or any other medium that is capable or reproducing any required information in intelligible written form within a reasonable time.

(5)A Shareholder of a Company may, by giving the Company a Written request and paying the reasonable amount (if any) required by the Company, ask the Company for a copy of any minutes mentioned in subsection (4) (other than minutes of a meeting of the holders of a class of Shares if the Shareholder is not a holder of that class of Shares). The Company must, within 7 days after the day it receives the request and payment of any required amount, give the copy of the minutes to the Shareholder.

(6)If a Company Contravenes subsection (4) or (5) in relation to a Shareholder of the Company, the Registrar may, by Written notice given to the Company, direct the Company to immediately comply with the subsection in relation to the Shareholder. If a Company is given a direction under this subsection, the Company must comply with the direction.

Section 126

126. Provisions for facilitating Company reconstruction or amalgamation

If an application is made to the Court under section 124 (Power of Company to compromise with Creditors and Shareholders) for the sanctioning of a compromise or arrangement proposed between a Company and any Persons mentioned in that section, the Court may make any orders as it considers appropriate to facilitate the compromise or arrangement, including a reconstruction of the Company, or an amalgamation

of the Company with any other Company

126.      Provisions for facilitating Company reconstruction oramalgamation

If an application is made to the Court under section 124 (Power of Company to compromise with Creditors and Shareholders) for the sanctioning of a compromise or arrangement proposed between a Company and any Persons mentioned in that section and/or a Body Corporate incorporated outside the AIFC, the Court may make any orders as it considers appropriate to facilitate the compromise or arrangement, including a reconstruction of the Company and/or a Body Corporate incorporated outside the AIFC , or an amalgamation of the Company with any other Company or a Body Corporate

incorporated outside the AIFC.

Category 6) of amendments set out in “Key elements                         of proposed amendments” of                     the

Consultation Paper

Section 148

148. Notification of change in Registered Details of Recognised Company

(1) If any of the Registered Details of a Recognised Company change, the Recognised Company must

notify the Registrar in Writing of the change within 14 days after the day the change happens and

must comply with all other requirements applying to the Recognised Company under the Rules in

relation to the change.

(2) Contravention of this section is punishable by a fine.

148. Notification of change in Registered Details of Recognised Company

(1) If any of the Registered Details of a Recognised Company change, the Recognised Company must

notify the Registrar in Writing of the change within 14 days after the day the change happens and

must comply with all other requirements applying to the Recognised Company under the Rules in

relation to the change.

(2) Contravention of this section is punishable by a fine.

(3) The change in Registered Details notice must be accompanied by the fee prescribed by

the Rules from time to time.

Category 7) of amendments set out in “Key elements                         of proposed amendments” of                     the

Consultation Paper

Section 165

165.      Direction to comply with Legislation Administered by the Registrar

(1)This section applies if a Regulated Entity, or a Regulated Relevant Person for a Regulated Entity, Fails to comply with a requirement (however expressed and including, to remove any doubt, a requirement applying for the benefit of a Person other than the Registrar of Companies):

(a)under a provision of these Regulations, the Rules or any other Legislation Administered by the Registrar; or

(b)made by the Registrar under these Regulations, the Rules or any other Legislation Administered by the Registrar.

165.      Direction to comply with Legislation Administered by the Registrar

(1)This section applies if a Regulated Entity, or a Regulated Relevant Person for a Regulated Entity, Failsfails to comply with a requirement (however expressed and including, to remove any doubt, a requirement applying for the benefit of a Person other than the Registrar of Companies):

(a)under a provision of these Regulations, the Rules or any other Legislation Administered by the Registrar; or

(b)made by the Registrar under these Regulations, the Rules or any other Legislation Administered by the Registrar.

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(2)The Registrar of Companies may, by Written notice, direct the Regulated Entity, the Regulated Relevant Person, or another Regulated Relevant Person for the Regulated Entity, to comply with the requirement, or ensure that the requirement is complied with, within the time stated in the notice.

(3)If the Regulated Entity or Regulated Relevant Person Fails to comply with the direction under subsection (2), the Registrar of Companies may apply to the Court for 1 or more of the following orders:

(a)an order directing the Regulated Entity or Regulated Relevant Person, or another Regulated Relevant Person for the Regulated Entity, to comply with the direction or with any relevant provision of these Regulations, the Rules or any other Legislation Administered by the Registrar, or ensure that the direction is complied with, within the time stated in the order;

(b)an order directing the Regulated Entity or Regulated Relevant Person to pay any costs incurred by the Registrar or any other Person relating to:

(i)the giving of the direction by the Registrar; or

(ii)the relevant Contravention of these Regulations;

(c)         any other order that theCourt considers appropriate.

(4)         This section does not affect the operation of any other provision of these Regulations, the Rules or any other Legislation Administered by the Registrar imposing penalties in respect of a Failure to comply with a requirement to which this section applies, or any powers that the Registrar, another Person or the Court may have under any other provision of these Regulations, the Rules or any otherAIFC

Regulations or AIFC Rules.

(2)The Registrar of Companies may, by Written notice, direct the Regulated Entity, the Regulated Relevant Person, or another Regulated Relevant Person for the Regulated Entity, to comply with the requirement, or ensure that the requirement is complied with, within the time stated in the notice.

(3)If the Regulated Entity or Regulated Relevant Person Fails to comply with the direction under subsection (2), the Registrar of Companies may apply to the Court for 1 or more of the following orders:

(a)an order directing the Regulated Entity or Regulated Relevant Person, or another Regulated Relevant Person for the Regulated Entity, to comply with the direction or with any relevant provision of these Regulations, the Rules or any other Legislation Administered by the Registrar, or ensure that the direction is complied with, within the time stated in the order;

(b)an order directing the Regulated Entity or Regulated Relevant Person to pay any costs incurred by the Registrar or any other Person relating to:

(i)the giving of the direction by the Registrar; or

(ii)the relevant Contravention of these Regulations;

(c)         any other order that theCourt considers appropriate.

(4)         This section does not affect the operation of any other provision of these Regulations, the Rules or any other Legislation Administered by the Registrar imposing penalties in respect of a Failure to comply with a requirement to which this section applies, or any powers that the Registrar, another Person or the Court may have under any other provision of these Regulations, the Rules or any other AIFC

Regulations or AIFC Rules.

Section 167

167. Powers to strike off names of Companies from Register

(1) The Registrar of Companies may strike the name of a Company off the Register if the Registrar has reason to believe that:

(a) the Company is not conducting business or is not in operation;

167.      Powers to strike off names of Companies from Register

(1)The Registrar of Companies may strike the name of a Company off the Register if the Registrar has reason to believe that:

(a)the Company is not conducting business or is not in operation;

Category 1) of amendments set out in “Key elements of proposed amendments” of the Consultation

Paper

(b) the Company is Contravening these Regulations; or

(c) it is prejudicial to the interests of the AIFC for the Company to remain in the Register.

(1-1) The Registrar of Companies may conclude that a Company is not conducting business or is not in

operation where:

(a) the annual return of the Company has not been filed by the relevant date pursuant to section 26 (Annual returns); or

(b) a fee due to the Registrar has not been paid on the date due, and in each case, the Company has failed to file the annual return, pay the fee due or to respond to correspondence with the Registrar and a period of 12 months has elapsed since the date on which the annual return was due to be filed or the relevant fee was due to be paid.

(2) The Registrar of Companies may also strike the name of a Company off the Register if the

Company is being wound up in a creditors voluntary winding up and:

(a) the Registrar has reason to believe either that:

(i) no liquidator is acting; or

(ii)the affairs of the Company are fully wound up; and

(b) the returns required to be made by the liquidator have not been made for a period of at

least 6 consecutive months.

(3) In deciding whether to strike the name of a Company off the Register under subsection

(1) or (2), the Registrar of Companies comply with the Decision-making Procedures and must also:

(a) publish a notice in the Appointed Publications of the Registrar’s intention to strike the

name of the Company off the Register and dissolve the Company before doing so; and

(b) if the Company is licensed, registered or recognised by the AFSA—obtain the AFSA’s

(b)the Company is Contravening these Regulations; or

(c)it is prejudicial to the interests of the AIFC for the Company to remain in the Register.

(1-1)     The Registrar of Companies may conclude that a Company is not conducting business or is not in operation where:

(a)the annual return confirmation statement of the Company has not been filed by the relevant date pursuant to section 26 (Annual returns) 25-1 (Annual confirmation of accuracy of information on register); or

(b)a fee due to the Registrar has not been paid on the date due, and in each case, the Company has failed to file the annual return, pay the fee due or to respond to correspondence with the Registrar and a period of 12 months has elapsed since the date on which the annual return was due to be filed or the relevant fee was due to be paid.

(2)The Registrar of Companies may also strike the name of a Company off the Register if the Company is being wound up in a creditors voluntary winding up and:

(a)the Registrar has reason to believe either that:

(i)no liquidator is acting; or

(ii)the affairs of the Company are fully wound up; and

(b)         the returns required to be made by the liquidator have not been made for a period of at least 6 consecutive months.

(3)In deciding whether to strike the name of a Company off the Register under subsection (1) or (2), the Registrar of Companies comply with the Decision-making Procedures and must also:

(a)publish a notice in the Appointed Publications of the Registrar’s intention to strike the name of the Company off the Register and dissolve the Company before doing so; and

(b)if the Company is licensed, registered or recognised by the AFSA—obtain the

consent before publishing the notice under paragraph (a).

(4) If an application is made by a Company to strike the Company’s name off the Register following a voluntary winding up in accordance with the procedures under the AIFC Insolvency Regulations, the Registrar of Companies may strike the Company's name off the Register if the requirements of subsection (5) to (9) are met.

(5) An application under subsection (4)must:

(a) be made on the Company’s behalf by its Directors or a majority of them; and

(b) be in the form prescribed by the Rules.

(6) Within 7 days after the day that an application under subsection (4) is made, the applicants must give a copy of the application to every Person who, on the day the application is made, is:

(a) a Shareholder of the Company; or

(b) an Employee of the Company; or

(c) a Creditor of the Company; or

(d) a Director of the Company who is not a party to the application.

(7) An application must not be made on behalf of a Company under subsection (4):

(a) if at any time in the previous 3 months, the Company has:

(i) changed its name; or

(ii)traded or otherwise carried on business; or

(iii)made a disposal for value of property or rights held, before the disposal, for gain

in the normal course of trading; or

(iv)engaged in any other activity, other than an activity that is necessary or desirable

for the purposes of making an application under subsection (4) for concluding the affairs of the Company or complying with associated legal requirements; or

(b) at a time when any process in respect of the Company, or its property, has commenced under the AIFC Insolvency Regulations.

AFSA’s consent before publishing the notice under paragraph (a).

(4)If an application is made by a Company to strike the Company’s name off the Register following a voluntary winding up in accordance with the procedures under the AIFC Insolvency Regulations, the Registrar of Companies may strike the Company's name off the Register if the requirements of subsection (5) to (9) are met.

(5)An application under subsection (4) must:

(a)be made on the Company’s behalf by its Directors or a majority of them; and

(b)be in the form prescribed by the Rules.

(6)         Within 7 days after the day that an application under subsection (4) is made, the applicants must give a copy of the application to every Person who, on the day the application is made, is:

(a)a Shareholder of the Company; or

(b)an Employee of the Company; or

(c)a Creditor of the Company; or

(d)a Director of the Company who is not a party to the application.

(7)An application must not be made on behalf of a Company under subsection (4):

(a)if at any time in the previous 3 months, the Companyhas:

(i)changed its name; or

(ii)traded or otherwise carried on business; or

(iii)made a disposal for value of property or rights held, before the disposal, for gain in the normal course of trading; or

(iv)engaged in any other activity, other than an activity that is necessary or desirable for the purposes of making an application under subsection (4) for concluding the affairs of the Company or complying with associated legal requirements; or

(8) The Registrar of Companies must not strike the Company’s name off the Register under subsection (4) unless the Registrar has published a notice in the Appointed Publications, containing the matters required by subsection (9), and at least 3 months have elapsed since the day of publication

of the notice.

(9) A notice under subsection (8) must:

(a) state that the Registrar of Companies may exercise the power to strike the Company’s name off the Register; and

(b) invite any Person to show cause why that should not be done.

(10)If the name of a Company is struck off the Register under subsection (1), (2) or (4), the Liability of every Director and Shareholder of the Company continues and may be enforced as if the Company had not beendissolved.

(11)If the Registrar of Companies strikes the name of the Company off the Register, the Company must be dissolved.

(12)If the name of a Public Company is struck off the Register under this section, the Company must maintain its books and Records for a period of 6 years after the day its name is struck off the Register.

(b)         at a time when any process in respect of the Company, or its property, has commenced under the AIFC Insolvency Regulations.

(8)The Registrar of Companies must not strike the Company’s name off the Register under subsection (4) unless the Registrar has published a notice in the Appointed Publications, containing the matters required by subsection (9), and at least 3 months have elapsed since the day of publication of the notice.

(9)A notice under subsection (8) must:

(a)state that the Registrar of Companies may exercise the power to strike the Company’s name off the Register; and

(b)invite any Person to show cause why that should not be done.

(10)If the name of a Company is struck off the Register under subsection (1), (2) or (4), the Liability of every Director and Shareholder of the Company continues and may be enforced as if the Company had not beendissolved.

(11)If the Registrar of Companies strikes the name of the Company off the Register, the Company must be dissolved.

(12)If the name of a Public Company is struck off the Register under this section, the Company must maintain its books and Records for a period of 6 years after the day

its name is struck off the Register.

Section 182,

sub- section (4), para (c)

(c)

that the Rules do not change, or significantly change, the policy intended to be give effect to by these Regulations and the Rules or any other AIFC Regulations or AIFC Rules.

(c)

that the Rules do not change, or significantly change, the policy intended to be give effect to by these Regulations and the Rules or any other AIFC Regulations or AIFC Rules.

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation

Paper

Section 181

181. Power to adopt Rules etc.

(1) The Board of Directors of the AFSA may adopt Rules prescribing matters:

(a) required or permitted by these Regulations, or any other AIFC Regulations that are Legislation Administered by the Registrar, to be prescribed by the Board by the Rules; or

(b) necessary or convenient to be prescribed for carrying out or giving effect to these

181. Power to adopt Rules etc.

(1) The Board of Directors of the AFSA may adopt Rules prescribing matters:

(a) required or permitted by these Regulations, or any other AIFC Regulations that are Legislation Administered by the Registrar, to be prescribed by the Board by the Rules; or

(b) necessary or convenient to be prescribed for carrying out or giving effect to these

Category 3) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

Regulations, the Rules or any other Legislation Administered by the Registrar.

(2) However, the Board may not adopt Rules under this section on matters related to the regulation of financial services and related operations in the AIFC.

(3) Without limiting subsection (1), the Board may adopt Rules:

(a) with respect to any matters relating to the Registrar’s Objectives or Functions; or

(b) to facilitate the administration of, or further the purposes of, these Regulations or any Legislation Administered by the Registrar; or

(c) prescribing model articles of association; or

(d) with respect to the procedures for the imposition or recovery of fines, including any circumstances in which the procedures do not apply to the imposition of a fine; or

(e) setting limits for fines and other penalties that may be imposed for Contraventions of these Regulations; or

(f) the giving of waiver and modification notices under section 195 (Waivers and modifications of certain provisions), including the procedures for the making of application for, or giving of, notices; or

(g) with respect to any of the following:

(i) forms, procedures and requirements under these Regulations, the Rules or any other Legislation Administered by the Registrar;

(ii)the keeping of public registers and databases;

(iii)the conduct of the Registrar and the Registrar’s officers, employees, delegates and agents in relation to the Exercise of Functions, including discretionary Functions

and the conduct of investigations and hearings.

(4) Rules adopted by the Board may incorporate standards and codes of practice by reference. A standard or code of practice

incorporated into Rules adopted by the Board

Regulations, the Rules or any other Legislation Administered by the Registrar.

(2) However, the Board may not adopt Rules under this section on matters related to the regulation of financial services and related operations in the AIFC.

(3) Without limiting subsection (1), the Board may adopt Rules:

(a) with respect to any matters relating to the Registrar’s Objectives or Functions; or

(b) to facilitate the administration of, or further the purposes of, these Regulations or any Legislation Administered by the Registrar; or

(c) prescribing model articles of association; or [intentionally omitted]

(d) with respect to the procedures for the imposition or recovery of fines, including any circumstances in which the procedures do not apply to the imposition of a fine; or

(e) setting limits for fines and other penalties that may be imposed for Contraventions of these Regulations; or

(f) the giving of waiver and modification notices under section 195 (Waivers and modifications of certain provisions), including the procedures for the making of application for, or giving of, notices; or

(g) with respect to any of the following:

(i) forms, procedures and requirements under these Regulations, the Rules or any other Legislation Administered by the Registrar; [intentionally omitted]

(ii)the keeping of public registers and databases; [intentionally omitted]

(iii)the conduct of the Registrar and the Registrar’s officers, employees, delegates and agents in relation to the Exercise of Functions, including discretionary Functions

and the conduct of investigations and hearings.

(4) Rules adopted by the Board may incorporate standards and codes of practice by reference. A standard or code of practice

incorporated into Rules adopted by the Board

has the same effect as it had been adopted in the Rules, except so far as the Rules otherwise provide.

(5) Instead of incorporating a standard or code of practice into Rules adopted by the Board, the Board may adopt the standard or code of practice as non-binding guidance for AIFC Participants.

(6) Without limiting subsection (1), Rules adopted by the Board may do any of the following:

(a) make different provision for different cases or circumstances;

(b) include supplementary, incidental and consequential provisions;

(c) make transitional and savings provisions.

(7) If any Rules adopted by the Board purport to be adopted in the exercise of a particular power or powers, the Rules are taken also to be adopted in the exercise of all the powers under which they

may be adopted.

(8) Until Rules mentioned in subsection (3)(e) are adopted by the Board, there are no limits on the fines and other penalties that may be imposed for a Contravention of these

Regulations.

has the same effect as it had been adopted in the Rules, except so far as the Rules otherwise provide.

(5) Instead of incorporating a standard or code of practice into Rules adopted by the Board, the Board may adopt the standard or code of practice as non-binding guidance for AIFC Participants.

(6) Without limiting subsection (1), Rules adopted by the Board may do any of the following:

(a) make different provision for different cases or circumstances;

(b) include supplementary, incidental and consequential provisions;

(c) make transitional and savings provisions.

(7) If any Rules adopted by the Board purport to be adopted in the exercise of a particular power or powers, the Rules are taken also to be adopted in the exercise of all the powers under which they

may be adopted.

(8) Until Rules mentioned in subsection (3)(e) are adopted by the Board, there are no limits on the fines and other penalties that may be imposed for a Contravention ofthese

Regulations.

New Section 183-1

183-1. Registrar’s power to adopt Rules

The Registrar of Companies may adopt Rules prescribing:

(a)standard articles of association; or

(b) forms, procedures and requirements under these Regulations, the Rules or any other Legislation Administered by the Registrar;or

(c)the keeping of public registers and databases.

Category 3) of amendments set out in “Key elements                         of proposed amendments” of                     the

Consultation Paper

Section 189

189. Funding and fees

(1) The Board of Directors of the AFSA shall provide financial resources to the Registrar from the

annual budget available to the AFSA to enable the Registrar to Exercise the Registrar’s Functions

in an adequate manner.

(2) The Rules may require the payment to the AFSA of fees in respect of:

(a) the Exercise by the Registrar of prescribed Functions under or for these Regulations, the Rules or any other Legislation Administered

by the Registrar, including the receipt by the

189. Funding and fees

(1) The Board of Directors of the AFSA shall provide financial resources to the Registrar from the

annual budget available to the AFSA to enable the Registrar to Exercise the Registrar’s Functions

in an adequate manner.

(2) The Rules may require the payment to the AFSA of fees in respect of:

(a) the Exercise by the Registrar of prescribed Functions under or for these Regulations, the Rules or any other Legislation Administered

by the Registrar, including the receipt by the

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

Registrar of any Document that is required to be given or delivered to, or filed with, the Registrar (however described); and

(b) the inspection of Documents or other material held by the Registrar under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(3) The Registrar may charge a fee for any services provided by the Registrar otherwise than under an

obligation imposed on the Registrar by or under these Regulations, the Rules or any other

Legislation Administered by the Registrar.

(4) If a fee is prescribed or charged under this section for the Exercise of a Function, or the provision

of services, by the Registrar, no action need be taken by the Registrar until the fee is paid and, if

the fee is payable on the receipt by the Registrar of a Document required to be given or delivered

to, or filed with, the Registrar (however described), the Registrar is taken not to have received the Document until the fee is paid.

Registrar of any Document that is required to be given or delivered to, or filed with, the Registrar (however described); and

(b) the inspection of Documents or other material held by the Registrar under these Regulations, the Rules or any other Legislation Administered by the Registrar; and

(c) the Post- Registration Procedures service provided by the Registrar under these Regulations, the Rules or any other Legislation Administered by the Registrar.

(3) The Registrar may charge a fee for any services provided by the Registrar otherwise than under an

obligation imposed on the Registrar by or under these Regulations, the Rules or any other

Legislation Administered by the Registrar.

(4) If a fee is prescribed or charged under this section for the Exercise of a Function, or the provision

of services, by the Registrar, no action need be taken by the Registrar until the fee is paid and, if

the fee is payable on the receipt by the Registrar of a Document required to be given or delivered

to, or filed with, the Registrar (however described), the Registrar is taken not to have

received the Document until the fee is paid.

Section 195

195. Waivers and modifications of certain provisions

(1) In this section:

relevant provision means a provision of these Regulations, the Rules, or any other Legislation

Administered by the Registrar, if the provision is expressed to be subject to this section or declared by the Rules to be a provision to which this section applies.

(2) On the application or with the consent of a Person, the Registrar may, by Written notice, provide that 1 or more relevant provisions:

(a) do not apply to the Person; or

(b) apply to the Person with the modifications stated in the notice.

(3) The notice may be given subject to

conditions.

195.      Waivers and modifications of certain provisions

(1)In this section:

relevant provision means a provision of these Regulations, the Rules, or any other Legislation Administered by the Registrar, if the provision is expressed to be subject to this section or any provision of other Regulations and Rules declared by the Rules to be a provision to which this section applies.

(2)On the application or with the consent of a Person, the Registrar may, by Written notice, provide that 1 or more relevant provisions:

(a)do not apply to the Person; or

(b)apply to the Person with the modifications stated in the notice.

Category 5) of amendments set out in “Key elements                         of proposed amendments” of                     the

Consultation Paper

(4) If the notice is given subject to conditions, the Person must comply with the conditions. If the Person Contravenes a condition, the Registrar may, without limiting the Registrar’s other powers, apply to the Court for the order that the Registrar considers appropriate, including an order that the Person comply with the condition, whether or not in a specified way.

(5) Unless the Registrar is satisfied that it is inappropriate or unnecessary to do so, the Registrar must publish a notice under subsection (2) in a way the Registrar considers appropriate for bringing the notice to the attention of:

(a) Persons likely to be affected by it;and

(b) others who may be likely to become subject to a similar notice.

(6) The Registrar may withdraw or vary a notice under subsection (2), on the Registrar’s own initiative or on the application of the Person to whom the notice applies.

(3)The notice may be given subject to conditions.

(4)If the notice is given subject to conditions, the Person must comply with the conditions. If the Person Contravenes a condition, the Registrar may, without limiting the Registrar’s other powers, apply to the Court for the order that the Registrar considers appropriate, including an order that the Person comply with the condition, whether or not in a specified way.

(5)Unless the Registrar is satisfied that it is inappropriate or unnecessary to do so, the Registrar must publish a notice under subsection (2) in a way the Registrar considers appropriate for bringing the notice to the attention of:

(a)Persons likely to be affected by it; and

(b)others who may be likely to become subject to a similar notice.

(6)         The Registrar may withdraw or vary a notice under subsection (2), on the Registrar’s own initiative or on the application of the Person to whom the notice

applies.

SCHEDUL E 1: INTERPRE TATION

Post-Registration Procedures means any post-registration procedure including but not limited to, change in Registered Details

Category 7) of amendments set out in “Key elements                         of proposed amendments” of                     the

Consultation

Paper

SCHEDUL E 1: INTERPRE TATION

Ancillary Service Provider has the meaning given in AIFC Glossary

Category 2) of amendments set out in “Key elements                         of proposed amendments” of                     the

Consultation

Paper

Rule Number

Current version

Proposed version

1. AIFC Companies Rules

2.2.

2.2.Articles of Association

2.2.1.For the definition of Standard Articles in Schedule 1 of the AIFC Companies Regulations, the provisions of Schedule 1 (Standard Articles) are the model articles of association.

2.2.2.If the proposed Articles of Association filed with an application for the incorporation of a company do not adopt the Standard Articles in their entirety, the proposed Articles of Association must, for section 14(2)(c) of the AIFC Companies Regulations, include provision for the following matters:

(a)information set out in the form prescribed by the Registrar of Companies;

(b)the purpose for which the company is being incorporated;

(c)the rights attaching to Shares or classes of Shares;

(d)the transfer of Shares;

(e)an Annual General Meeting;

(f) the proceedings, including voting at General Meetings;

(g)accounts and other information to be provided to Shareholders before Annual General Meetings;

2.2.Articles of Association

2.2.1.For the definition of Standard Articles in Schedule 1 of the AIFC Companies Regulations, the provisions of Schedule 1 (Standard Articles) are the model articles of association.

2.2.2.If the proposed Articles of Association filed with an application for the incorporation of a company do not adopt the Standard Articles in their entirety, the proposed Articles of Association must, for section 14(2)(c) of the AIFC Companies Regulations, include provision for the following matters:

(a)information set out in the form prescribed by the Registrar of Companies;

(b)the purpose for which the company is being incorporated principal business activities;

(c)the rights attaching to Shares or classes of Shares;

(d)the transfer of Shares;

(e) if a Public company,an Annual General Meeting;

(f) if a Public company, the proceedings, including voting at General Meetings;

(g) if a Public company, accounts and other information to be provided to Shareholders before Annual General

Meetings;

Category 4) of amendments set out in “Key elements                          of proposed amendments” of                     the

Consultation Paper

(h)the maximum number of Directors;

(i)the appointment, retirement, disqualification and removal of Directors;

(j)the powers of Directors;

(k)proceedings of Directors;

(l)if the company is to have a Secretary (or joint Secretaries)— appointment of the Secretary (or joint Secretaries);

(m) the keeping of minutes of all proceedings at General Meetings, meetings of the holders of any class of Shares, and meetings of Directors and of committees of Directors;

(n)the division of powers between the Shareholders and Directors;

(o)   the issue of new Shares;

(p)if there are to be any to be restrictions on the transfer of Shares—the restrictions;

(q)termination and liquidation of the company.

(h) the maximum number of Directors;

(i) the appointment, retirement, disqualification and removal of Directors;

(j)  the powers of Directors;

(k) proceedings of Directors;

(l)if the company is to have a Secretary (or joint Secretaries)—appointment of the Secretary (or joint Secretaries);

(m)the keeping of minutes of all proceedings at General Meetings, meetings of the holders of any class of Shares, and meetings of Directors and of committees of Directors;

(n) the division of powers between the Shareholders and Directors;

(o) the issue of new Shares;

(p) if there are to be any to be restrictions on the transfer of Shares—the restrictions;

(q) termination and liquidation of the company.

2.4.

2.4.3 The following provisions apply to the name of a Company or the reservation of a name for a Company (or a proposed Company):

(a) the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;

(b) the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive or conflicting with another name (including an existing name of another Company or Recognised Company);

(c) the name must not include words that may suggest a relationship with the AIFCA, AFSA or any other governmental authority in the AIFC, Astana or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;

2.4.3 The following provisions apply to the name of a Company or the reservation of a name for a Company (or a proposed Company):

(a) the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;

(b) the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive or conflicting with another name (including an existing name of another Company or Recognised Company);

(c) the name must not include words that may suggest a relationship with the AIFCA, AFSA or any other governmental authority in the AIFC, Astana,Nur- Sultan or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(d) the name must not include any of the following words unless the AFSA has consented in Writing to their use:

(i) the word ‘bank’, ‘insurance’ or ‘trust’;

(ii)words that suggest that the Company (or proposed Company) is a bank, insurance company or trust company;

(iii)words that suggest in some other way that it is authorised to conduct Financial Services in the AIFC;

(e) the name must not include words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation has consented in Writing;

(f) the name must not be, in the opinion of the Registrar, otherwise undesirable.

(d) the name must not include any of the following words unless the AFSA has consented in Writing to their use:

(i) the word ‘bank’, ‘insurance’ or ‘trust’;

(ii)words that suggest that the Company (or proposed Company) is a bank, insurance company or trust company;

(iii)words that suggest in some other way that it is authorised to conduct Financial Services in the AIFC;

(e) the name must not include words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation has consented in Writing;

(f) the name must not be, in the opinion of the Registrar, otherwise undesirable.

3.6.

3.6.2 The application must state the following:

(a) the address of the Foreign Company’s proposed principal place of business in the AIFC;

(b) the nature of the business the Foreign Company proposes to conduct in or from the AIFC;

(c) the name and address of each Person authorised to accept service of any Document or notice on behalf of the company;

(d) the following information for each Director of the Foreign Company:

(i) the full name, nationality and address of the Director;

(ii)if the Director has a former name (including, for an individual, any former given or family name)—the former name or, if the Director has 2 or more former names, each former name;

(iii)the Director’s date and place of birth, incorporation, formation or registration, as the case may be;

(iv) the Director’s address;

(e) the address of the Foreign Company’s registered office in its place of origin or, if it is not required to have a registered

office under the laws of the place of

3.6.2 The application must state the following:

(a) the address of the Foreign Company’s proposed principal place of business in the AIFC;

(b) the nature of the business the Foreign Company proposes to conduct in or from the AIFC;

(c) the name and address of each Person authorised to accept service of any Document or notice on behalf of the company;

(d) the following information for each Director of the Foreign Company:

(i)in the case of an individual the full name, nationality and address of the Director, in the case of a body corporate, corporate or firm name and registered or principal address;

(ii)if the Director has a former name (including, for an individual, any former given or family name)—the former name or, if the Director has 2 or more former names, each former name;

(iii)in the case of an individual, the Director’s date and place of birth, in the case of a body corporate, the legal form of the company or firm and the law by which it is governed and if applicable, the register in which it is entered (including

Category 2) of amendments set out in “Key elements                          of proposed amendments” of                     the

Consultation Paper

origin, the address of its principal place of business in its place of origin.

details of the state) and its registration number in that register; incorporation, formation or registration, as the case may be;

(iv) the Director’s address; [intentionally omitted]

(e) the address of the Foreign Company’s registered office in its place of origin or, if it is not required to have a registered office under the laws of the place of origin, the address of its principal place of business in its place of origin.

4.2.

Evidence of title to Securitie s

4.2.1. Subject as otherwise provided in the Articles, for sections 54 (Transfer and registration of Shares and Debt Securities) and 58 (Share certificates) of the AIFC Companies Regulations, title to Shares may be evidenced and transferred without a Written instrument of transfer, and title to Shares may be evidenced without a Written instrument, in accordance with the following requirements: (a) where, following a transfer of title evidenced, to the satisfaction of the Company, otherwise than by a Written instrument, details of a Shareholder are to be deleted from, and those of another are to be added to, the Company’s Register of Shareholders, the Company must provide Written notice of the deletion to the former Shareholder and Written notice of the addition to the new Shareholder;

4.2.1. Subject as otherwise provided in the Articles of Association, for sections 54 (Transfer and registration of Shares and Debt Securities) and 58 (Share certificates) of the AIFC Companies Regulations, title to Shares may be evidenced and transferred without a Written instrument of transfer, and title to Shares may be evidenced without a Written instrument, in accordance with the following requirements: (a) where, following a transfer of title evidenced, to the satisfaction of the Company, otherwise than by a Written instrument, details of a Shareholder are to be deleted from, and those of another are to be added to, the Company’s Register of Shareholders, the Company must provide Written notice of the deletion to the former Shareholder and Written notice of the addition to the new Shareholder;

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(b) when the details of a Shareholder are amended in the Company’s Register of Shareholders, the Company must provide Written notice of the change to the Shareholder;

(b) when the details of a Shareholder are amended in the Company’s Register of Shareholders, the Company must provide Written notice of the change to the Shareholder;

(c) if share certificates have previously been issued by the Company, the Company must require the return of share certificates and, on their return, must cancel them;

(c) if share certificates have previously been issued by the Company, the Company must require the return of share certificates and, on their return, must cancel them;

(d) the Company will not recognise the rights of third parties in relation to issued Shares.

(d) the Company will not recognise the rights of third parties in relation to issued Shares.

6.8.4.

6.8.4 Subject as otherwise provided in the Articles, an Open-Ended Investment Company must redeem its Shares at a price based on the net asset value of the property of the Company in accordance with and at such intervals as may be prescribed by its Articles of

Association and any relevant Legislation

6.8.4 Subject as otherwise provided in the Articles of Association, an Open- Ended Investment Company must redeem its Shares at a price based on the net asset value of the property of the Company in accordance with and at such intervals as may be prescribed by its

Articles of Association and any relevant

Category 7) of amendments set out in “Key elements                          of proposed amendments” of                     the

Schedule 3

proposed amendments” of                     the

Consultation

Paper

2. AIFC General Partnership Rules

2.1.

2.1.3     The following provisions apply to the nameof a General Partnership or the reservation of a name for a General Partnership (or a proposed General Partnership):

(a)the namemust use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;

(b)the name must comply with section 12(2)(a) (Registration as General Partnership) of the AIFC General PartnershipRegulations;

(c)the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another partnership);

(d)the name must not contain words that may suggest a relationship with the AIFCA, AFSA or any other governmental authority in the AIFC, Astana or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;

(e)the namemust not containany of the following words unless the AFSA has consented in Writing to their use:

(i)the word ‘bank’, ‘insurance’ or ‘trust’;

(ii)words that suggest that the partnership is engaged in banking, insurance or trust activities;

(iii)words thatsuggest in some other way that it is authorised to conduct Financial Services in the AIFC;

(f)the name must not contain words that may suggest a connection with,or the patronage of, any Person or organisation, unless the Personor organisation consents in Writing;

(g)the name must not be, in the opinion of the Registrar, otherwise

undesirable.

2.1.3     The following provisions apply to the nameof a General Partnership or the reservation of a name for a General Partnership (or a proposed General Partnership):

(a)

the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;

(b)the name must comply with section 12(2)(a) (Registration as General Partnership) of the AIFC General PartnershipRegulations;

(c)the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another partnership);

(d)the name must not contain words that may suggest a relationship with the AIFCA, AFSA or any other governmental authority in the AIFC, Astana, Nur-Sultan or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;

(e)the namemust not containany of the following words unless the AFSA has consented in Writing to their use:

(i)the word ‘bank’, ‘insurance’ or ‘trust’;

(ii)words that suggest that the partnership is engaged in banking, insurance or trust activities;

(iii)words thatsuggest in some other way that it is authorised to conduct Financial Services in the AIFC;

(f)          the name must not contain words that maysuggest a connection with, or the patronage of, any Person or organisation, unless the Personor organisation consents in Writing;

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

(g)         the name must not be, inthe opinion of the Registrar, otherwise

undesirable.

3. AIFC Limited Partnership Rules

2.2.3

2.2.3     The following provisions apply to the name of a Limited Partnership or the reservation of a name for a Limited Partnership (or a proposed Limited Partnership):

(a)the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;

(b)the name must end with the words ‘Limited Partnership’;

(c)the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another partnership);

(d)the name must not contain words that may suggest a relationship with the AIFCA, the AFSA or any other governmental authority in the AIFC, Astana or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name; (e) the name must not contain any of the following words unless the AFSA has consented in Writing to their use:

(i)the word ‘bank’, ‘insurance’ or ‘trust’;

(ii)words that suggest that the partnership is engaged in banking, insurance or trust activities;

(iii)words that suggest in some other way that it is authorised to conduct Financial Services in or from the AIFC;

(f)the name must not contain words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation consents in Writing;

(g)the name must not be, in the opinion of the Registrar, otherwise

undesirable.

2.2.3     The following provisions apply to the name of a Limited Partnership or the reservation of a name for a Limited Partnership (or a proposed Limited Partnership):

(a)the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;

(b)the name must end with the words ‘Limited Partnership’;

(c)the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another partnership);

(d)the name must not contain words that may suggest a relationship with the AIFCA, the AFSA or any other governmental authority in the AIFC, Astana, Nur-Sultanor the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;(e)       the name must not contain any of the following words unless the AFSA has consented in Writing to their use:

(i)the word ‘bank’, ‘insurance’ or ‘trust’;

(ii)words that suggest that the partnership is engaged in banking, insurance or trust activities;

(iii)words that suggest in some other way that it is authorised to conduct Financial Services in or from the AIFC;

(f)the name must not contain words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation consents in Writing;

(g)the name must not be, in the opinion of the Registrar, otherwise

undesirable.

Category 7) of amendments set out in “Key elements                          of proposed amendments” of                     the

Consultation Paper

4. AIFC Limited Liability Partnership Rules

2.7

2.7. Notification of change in certain registered details of Limited Liability Partnership

2.7. Notification of change in certain registered details of Limited Liability Partnership

Category 7) of amendments set out in “Key

elements       of

2.7.1. If any of the relevant registered details of a Limited Liability Partnership change, the partnership must notify the Registrar of Companies in Writing within 14 days after the day the change happens.

2.7.1. If any of the relevant registered details of a Limited Liability Partnership change, the partnership must notify the Registrar of Companies in Writing within 14 days after the day the change happens.

proposed amendments” of                     the

Consultation Paper

2.7.2. Contravention of this rule is punishable by a fine.

2.7.2. Contravention of this rule is punishable by a fine.

2.7.3. The maximum fine that may be imposed on a Person for a Contravention of this rule is US$1,000.

2.7.3. The maximum fine that may be imposed on a Person for a Contravention of this rule is US$1,000.

2.7.4. In this rule:

2.7.4. In this rule:

relevant registered details, in relation to a Limited Liability Partnership, means information about

relevant registered details, in relation to a Limited Liability Partnership, means information about

the partnership required to be included in the register kept under section 51(1) (Public registers of

the partnership required to be included in the register kept under section 51(1) (Public registers of

limited liability partnerships) of the AIFC Limited Liability Partnership Regulations, other than

limited liability partnerships) of the AIFC Limited Liability Partnership Regulations, other than

any information in relation to which section 26 (Notification of membership changes) of those Regulations applies.

any information in relation to which section 26 (Notification of membership changes) of those

Regulations applies.

2.7.5 The change in registered details notice must be accompanied by the fee prescribed by the Rules from time to time.

5. AIFC NPIO RULES

2.1

PART 2: INCORPORATED ORGANISATIONS

PART 2: INCORPORATED ORGANISATIONS

2.1.Charter of Organisation

2.1.1For section 13(4) of the AIFC Non- profit Incorporated Organisations Regulations, the provisions

of Schedule 1 (Standard Charter) are the model provisions to be known as the Standard Charter.

2.1.2If the proposed Charter of Organisation

accompanying an application for the incorporation of an Incorporated Organisation does not adopt the whole of the Standard Charter, the application mustset out details of the parts of the Standard Charter that have not been adopted. If theUnless Standard Charter is adopted by the Incorporated Organisation in its entirety, the Charter, signed by or on behalf of each member, must be filed with

the application.

Category 2) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

2.1. Charter of Organisation

2.1.1 For section 13(4) of the AIFC Non- profit Incorporated Organisations Regulations, the provisions

of Schedule 1 (Standard Charter) are the model provisions to be known as the Standard Charter.

2.1.2 If the proposed Charter of Organisation

accompanying an application for the incorporation of an Incorporated Organisation does not adopt the whole of the Standard Charter, the application must set out details of the parts of the Standard Charter that have not been adopted.

2.1.3 The proposed Charter of Organisation accompanying an application for the incorporation of an

Incorporated Organisation must include provision for the following matters:

(a) the Authorised Activities to be conducted by the Incorporated Organisation;

(b) the calling of meetings of the Founding Members by Founding Members;

(c) the proceedings of meetings of the Founding Members, including voting;

(d) information to be provided to Founding Members before a meeting of the Founding

Members;

(e) the maximum number of Founding Members;

(f) the appointment and removal of Founding Members;

(g) the Functions of Founding Members;

(h) appointment of the secretary, if applicable;

(i) the keeping of minutes.

2.1.4 An application for the incorporation of an Incorporated Organisation must state that the proposed

Charter of the Incorporated Organisation accompanying the application has been adopted by the

applicants.

2.1.3 The proposed Charter of Organisation accompanying an application for the incorporation of an Incorporated Organisation must include provision for the following matters:

(a) the Authorised Activities to be conducted by the Incorporated Organisation;

(b) the calling of meetings of the Founding Members by Founding Members;

(c) the proceedings of meetings of the Founding Members, including voting;

(d) information to be provided to Founding Members before a meeting of the Founding Members;

(e) the maximum number of Founding Members;

(f) the appointment and removal of Founding Members;

(g) the Functions of Founding Members;

(h) appointment of the secretary, if applicable;

(i) the keeping of minutes.

2.1.4 An application for the incorporation of an Incorporated Organisation must state that the proposed

Charter of the Incorporated Organisation accompanying the application has been adopted by the applicants.

6. AIFC Fees Rules

Content

2.3. Filing fee for annual return

2.3. Filing fee for annual return confirmation of accuracy of information on register

Category 1) of amendments set out in “Key elements of proposed amendments” of the Consultation

Paper

2.3

2.3. Filing fee for annual return

2.3. Filing fee for annual return confirmation of accuracy of information on register

Category 1) of amendments set out in “Key elements of proposed amendments” of the Consultation

Paper

2.3

2.3.1. Fee payable to the Registrar of Companies in respect of filing an annual return.

When an annual return is filed under the Companies Regulations, it must be accompanied by the filing fee prescribed

by the Registrar from time to time.

2.3.1. Fee payable to the Registrar of Companies in respect of filing an annual return confirmation of accuracy of information on register.

When an annual return confirmation of

accuracy of information on register is filed under the Companies Regulations, it must

Category 1) of amendments set out in “Key elements of proposed amendments”

of the

Guidance

Section 26(2) of the Companies Regulations specifies that a company’s annual return must be accompanied by the filing fee prescribed by the Registrar of Companies from time to time.

be accompanied by the filing fee prescribed by the Registrar from time to time.

Guidance

Section 26(2) of the Companies Regulations specifies that a company’s annual return confirmation of accuracy of information on register must be accompanied by the filing fee prescribed by the Registrar of Companies from time

to time.

Consultation Paper

4. FEES FOR EXTRACTS OF INFORMATION

4.1.Fee for extracts from information held by the Registrar of Companies

4.1.1. General requirement

Persons seeking extracts of information or other documentation held by the Registrar of Companies in relation to a Centre Participant or Approved Individual may be required, upon application, to pay a prescribed fee for each specific

information request.

4. FEES FOR EXTRACTS OF INFORMATION

4.1.Fee for extracts from information held by the Registrar of Companies

4.1.1. General requirement

Persons seeking extracts of information or other documentation held by the Registrar of Companies in relation to a Centre Participant or Approved Individual may be required, upon application, to pay a prescribed fee specified in Schedule 5-1

for each specific information request

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

New section

2.4FEES FOR POST- REGISTRATION PROCEDURES

2.4.1.Fee for Post- Registration Procedures

Person seeking to proceed with Post- Registration Procedure in relation to a Centre Participant may be required to pay a prescribed fee specified in Schedule 5-1 for each specific procedure.

Guidance

Section (17) and (148) of the Companies Regulations specifies that the Registrar of Companies may charge a fee for the procedure of change in Registered Details or other Post-Registration Procedures under the Companies Regulations, Rules or any other Legislation administered by

the Registrar.

Category 7) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

7. AIFC Special Purpose Company Rules

8.1

PART 8: ANNUAL RETURNS

8.1 Annual returns Section 26 (Annual returns) of the AIFC Companies Regulations does not apply to a Special Purpose Company.

PART 8: ANNUAL RETURNS ANNUAL CONFIRMATION OF ACCURACY OF INFORMATION ON REGISTER

8.1 Annual returns Section 25-1 26 (Annual returns Annual confirmation of accuracy of information on register) of the AIFC Companies Regulations does not

apply to a Special Purpose Company

Category 1) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

3.2

3.2 Articles of Association

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

3.2.2If model articles are in force under subrule 3.2.1 at the time that an application for incorporation of a Special Purpose Company is filed with the Registrar, the company must adopt those model articles as its initial Articles of Association, notwithstanding anything in section 14 (Articles of Association) of the AIFC Companies Regulations.

3.2.3However, 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.

3.2.4If 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.

3.2 Articles of Association

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

3.2.2If model articles are in force under subrule 3.2.1 at the time that an application for incorporation of a Special Purpose Company is filed with the Registrar, the company must adopt those model articles as its initial Articles of Association, notwithstanding anything in section 14 (Articles of Association) of the AIFC Companies Regulations Unless the Standard Articles of Association for Special Purpose Company are adopted by a Special Purpose Companyin their entirety the proposed Articles of Association, signed by or on behalf of each incorporator, must be filed with the application.

3.2.3However, 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.

3.2.4If 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 itis

permitted to conduct.

Category 4) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

3.3

3.3 Incorporation of Special Purpose Companies

3.3.1Notwithstanding 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 Incorporation of Special Purpose Companies

3.3.1Notwithstanding 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.

Category 4) of amendments set out in “Key elements of proposed amendments” of the Consultation Paper

3.3.2The 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.

3.3.3On the incorporation of a Special Purpose Company and registration of its Articles of Association, 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.

3.3.4For 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).

3.3.2The 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.

3.3.3On the incorporation of a Special Purpose Company and registration of its Articles of Association, 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.

3.3.4For 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).