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  • ABU DHABI GLOBAL MARKET

    FEDERAL LAW NO (8) OF 2004

    FEDERAL DECREE NO (15) OF 2013

    CABINET RESOLUTION NO (4) OF 2013

    ABU DHABI LAW NO (4) OF 2013

    ADGM LEGAL FRAMEWORK

    •   FSRA LEGISLATION

    ADGM COURTS PROCEDURES

    GUIDANCE & POLICY STATEMENTS

    PUBLIC CONSULTATION PAPERS

    •    Open Papers
    •    Closed Papers

    NOTICES OF PUBLICATION

    • FEDERAL LAW NO (8) OF 2004

      Click here to view PDF

    • FEDERAL DECREE NO (15) OF 2013

      Click here to view PDF

    • CABINET RESOLUTION NO (4) OF 2013

      Click here to view PDF

    • ABU DHABI LAW NO (4) OF 2013

      Click here to view PDF

    • ADGM LEGAL FRAMEWORK

      COMMERCIAL LEGISLATION

      FSRA LEGISLATION

      ADGM COURTS LEGISLATION

      ARBITRATION LEGISLATION

      • COMMERCIAL LEGISLATION

        LIMITED LIABILITY PARTNERSHIPS REGULATIONS 2015

        TAKEOVER REGULATIONS 2015

        DATA PROTECTION REGULATIONS 2015

        COMPANIES (AMENDMENT) REGULATIONS 2015

        INSOLVENCY (AMENDMENT) REGULATIONS 2015

        COMMERCIAL LICENSING (AMENDMENT) REGULATIONS 2015

        EMPLOYMENT (AMENDMENT) REGULATIONS 2015

        LIMITED LIABILITY PARTNERSHIPS RULES 2015

        APPLICATION OF ENGLISH LAW REGULATIONS 2015

        ENGLISH LAW STATUTES [PDF VERSIONS]

        CONSOLIDATED COMPANIES REGULATIONS 2015

        COMPANIES REGULATIONS RULES

        REGISTRAR MADE RULES 2015

        COMMERCIAL LICENSING REGULATIONS 2015

        COMMERCIAL LICENSING REGULATIONS RULES

        EMPLOYMENT REGULATIONS 2015

        EMPLOYMENT REGULATIONS 2015 (COMPENSATION AWARDS AND LIMITS) RULES 2016

        INTERPRETATION REGULATIONS 2015

        INSOLVENCY REGULATIONS 2015

        REAL PROPERTY REGULATIONS 2015

        STRATA TITLE REGULATIONS 2015

        TAKEOVER REGULATIONS (TAKEOVER CODE) RULES 2015

        TRUSTS (SPECIAL PROVISIONS) REGULATIONS 2016

        APPLICATION OF ENGLISH LAW (AMENDMENT) REGULATIONS 2016

        COMPANIES (AMENDMENT NO. 2) REGULATIONS 2016

        INSOLVENCY (AMENDMENT NO. 2) REGULATIONS 2016

        COMPANIES (AMENDMENT) REGULATIONS 2017

        INTERPRETATION (AMENDMENT) REGULATIONS 2017

        COMPANIES REGULATIONS (REDUCTION OF SHARE CAPTIAL) RULES 2017

        FOUNDATIONS REGULATIONS 2017

        • Limited Liability Partnerships Regulations 2015

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          • LIMITED LIABILITY PARTNERSHIPS REGULATIONS 2015

            Regulations to make provision for limited liability partnerships.

            Date of Enactment: 4 October 2015

            The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations:—

            • 1. Limited liability partnerships

              (1) There shall be a form of legal entity to be known as a limited liability partnership.
              (2) A limited liability partnership is a body corporate (with legal personality separate from that of its members) which is formed by being incorporated under these Regulations and:
              (a) in the following provisions of these Regulations, and
              (b) in any other enactment (except where provision is made to the contrary or the context otherwise requires),
              references to a limited liability partnership are to such a body corporate.
              (3) A limited liability partnership has unlimited capacity.
              (4) The members of a limited liability partnership have such liability to contribute to its assets in the event of its being wound up as is provided for by virtue of these Regulations.
              (5) Accordingly, except as far as otherwise provided by these Regulations or any other enactment, the Partnership Act 1890 does not apply to a limited liability partnership.

            • 2. Incorporation document etc.

              (1) For a limited liability partnership to be incorporated:
              (a) two or more persons associated for carrying on a lawful business with a view to profit must have subscribed their names to an incorporation document,
              (b) the incorporation document or a copy of it must have been delivered to the Registrar, and
              (c) there must have been so delivered a statement made by anyone who subscribed his name to the incorporation document, that the requirement imposed by paragraph (a) has been complied with.
              (2) The incorporation document must:
              (a) state the name of the limited liability partnership,
              (b) state the address of the registered office of the limited liability partnership in the Abu Dhabi Global Market,
              (c) give the full name and residential address of each of the persons who are to be members of the limited liability partnership on incorporation, and
              (d) either specify which of those persons are to be designated members or state that every person who from time to time is a member of the limited liability partnership is a designated member.
              (3) If a person makes a false statement under subsection (1)(c) which he:
              (a) knows to be false, or
              (b) does not believe to be true,
              he commits a contravention of these Regulations.
              (4) A person who commits a contravention of these Regulations under subsection (3) is liable to a [level 1 fine].

            • 3. Members

              (1) On the incorporation of a limited liability partnership its members are the persons who subscribed their names to the incorporation document (other than any who have died or been dissolved).
              (2) Any other person may become a member of a limited liability partnership by and in accordance with an agreement with the existing members.
              (3) A person may cease to be a member of a limited liability partnership (as well as by death or dissolution) in accordance with an agreement with the other members or, in the absence of agreement with the other members as to cessation of membership, by giving reasonable notice to the other members.
              (4) A member of a limited liability partnership shall not be regarded for any purpose as employed by the limited liability partnership unless, if he and the other members were partners in a partnership, he would be regarded for that purpose as employed by the partnership.

            • 4. Minimum membership for carrying on business

              (1) This section applies where a limited liability partnership carries on business without having at least two members, and does so for more than 6 months.
              (2) A person who, for the whole or any part of the period that it carries on business after those 6 months:
              (a) is a member of the limited liability partnership, and
              (b) knows that it is carrying on business with only one member,
              is liable (jointly and severally with the limited liability partnership) for the payment of the limited liability partnership's debts contracted during the period or, as the case may be, that part of it.

            • 5. Relationship of members etc.

              (1) Except as far as otherwise provided by these Regulations or any other enactment, the mutual rights and duties of the members of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its members, shall be governed:
              (a) by agreement between the members, or between the limited liability partnership and its members, or
              (b) in the absence of agreement as to any matter, by any provision made in relation to that matter by rules made by the Board for that purpose.
              (2) An agreement made before the incorporation of a limited liability partnership between the persons who subscribe their names to the incorporation document may impose obligations on the limited liability partnership (to take effect at any time after its incorporation).

            • 6. Members as agents

              (1) Every member of a limited liability partnership is the agent of the limited liability partnership.
              (2) But a limited liability partnership is not bound by anything done by a member in dealing with a person if:
              (a) the member in fact has no authority to act for the limited liability partnership by doing that thing, and
              (b) the person knows that he has no authority or does not know or believe him to be a member of the limited liability partnership.
              (3) Where a person has ceased to be a member of a limited liability partnership, the former member is to be regarded (in relation to any person dealing with the limited liability partnership) as still being a member of the limited liability partnership unless:
              (a) the person has notice that the former member has ceased to be a member of the limited liability partnership, or
              (b) notice that the former member has ceased to be a member of the limited liability partnership has been delivered to the Registrar.
              (4) Where a member of a limited liability partnership is liable to any person (other than another member of the limited liability partnership) as a result of that member's wrongful act or omission (in the course of the business of the limited liability partnership or with its authority) the limited liability partnership is liable to the same extent as the member.

            • 7. Ex-members

              (1) This section applies where a member of a limited liability partnership has either ceased to be a member or:
              (a) has died,
              (b) has been wound up, or
              (c) has assigned the whole or any part of his share in the limited liability partnership (absolutely or by way of charge or security).
              (2) In such an event the former member or:
              (a) his personal representative,
              (b) his liquidator, or
              (c) his assignee,
              may not interfere in the management or administration of any business or affairs of the limited liability partnership.
              (3) But subsection (2) does not affect any right to receive an amount from the limited liability partnership in that event.

            • 8. Designated members

              (1) If the incorporation document specifies who are to be designated members:
              (a) they are designated members on incorporation, and
              (b) any member may become a designated member by and in accordance with an agreement with the other members,
              and a member may cease to be a designated member in accordance with an agreement with the other members.
              (2) But if there would otherwise be no designated members, or only one, every member is a designated member.
              (3) If the incorporation document states that every person who from time to time is a member of the limited liability partnership is a designated member, every member is a designated member.
              (4) A limited liability partnership may at any time deliver to the Registrar:
              (a) notice that specified members are to be designated members, or
              (b) notice that every person who from time to time is a member of the limited liability partnership is a designated member,
              and, once it is delivered, subsection (1) (apart from paragraph (a)) and subsection (2), or subsection (3), shall have effect as if that were stated in the incorporation document.
              (5) A person ceases to be a designated member if he ceases to be a member.

            • 9. Registration of membership changes

              (1) A limited liability partnership must ensure that:
              (a) where a person becomes or ceases to be a member or designated member, notice is delivered to the Registrar within 14 days, and
              (b) where there is any change in the particulars contained in its register of members or its register of members' residential addresses, notice is delivered to the Registrar within 14 days.
              (2) Where all the members from time to time of a limited liability partnership are designated members, subsection (1)(a) does not require notice that a person has become or ceased to be a designated member as well as a member.
              (3) A notice delivered under subsection (1) that relates to a person becoming a member or designated member must contain:
              (a) a statement that the member or designated member consents to acting in that capacity, and
              (b) in the case of a person becoming a member, a statement of the particulars of the new member that are required to be included in the limited liability partnership's register of members and its register of residential addresses.
              (4) Where:
              (a) a limited liability partnership gives notice of a change of a member's service address as stated in its register of members, and
              (b) the notice is not accompanied by notice of any resulting change in the particulars contained in its register of members' residential addresses,
              the notice must be accompanied by a statement that no such change is required.
              (5) If a limited liability partnership fails to comply with this section, the partnership and every designated member commits a contravention of these Regulations.
              (6) But it is a defence for a designated member alleged to have committed a contravention of these Regulations under subsection (5) to prove that he took all reasonable steps for securing that this section was complied with.
              (7) A person who commits a contravention of these Regulations under subsection (5) is liable to a [level 1 fine].

            • 10. Name to indicate status

              (1) The name of a limited liability partnership must end with:
              (a) the expression "limited liability partnership", or
              (b) the abbreviation "llp" or "LLP".

            • 11. Change of name

              (1) A limited liability partnership may change its name at any time.
              (2) The name of a limited liability partnership may also be changed:
              (a) on the determination of a new name by the Registrar under section 61 of the Companies Regulations 2015 (order requiring name to be changed),
              (b) on the determination of a new name by the Court under section 62 of the Companies Regulations 2015 (appeal from the Registrar's decision),
              (c) under section 891 of the Companies Regulations 2015 (name on restoration).

            • 12. Notification of change of name

              (1) Where a limited liability partnership changes its name it shall deliver notice of the change to the Registrar.
              (2) Where the Registrar receives notice of a change of name it shall (unless the new name is one by which a limited liability partnership may not be registered):
              (a) enter the new name on the register in place of the former name, and
              (b) issue a certificate of the change of name.
              (3) The change of name has effect from the date on which the certificate is issued.

            • 13. Effect of change of name

              A change of name by a limited liability partnership does not:

              (a) affect any of its rights or duties,
              (b) render defective any legal proceedings by or against it,

              and any legal proceedings that might have been commenced or continued against it by its former name may be commenced or continued against it by its new name.

            • 14. Improper use of "limited liability partnership" etc.

              (1) If any person carries on a business under a name or title which includes:
              (a) the expression "limited liability partnership", or
              (b) any contraction or imitation thereof,
              that person, unless a limited liability partnership, commits a contravention of these Regulations.
              A person who commits a contravention of these Regulations under sub-paragraph (1) shall be liable to a fine of up to level 3.

            • 15. Insolvency and winding up

              Limited liability partnerships are subject to Section 260 of the Insolvency Regulations 2015 and such other rules regarding the insolvency and winding up of a limited liability partnership as the Board may make.

            • 16. Application of other enactments

              The Board may make rules regarding limited liability partnerships (not being provision about insolvency or winding up) by:

              (a) applying or incorporating, with such modifications as appear appropriate, any enactment relating to companies or other corporations (which may include the Companies Regulations 2015) which would not otherwise have effect in relation to them, or
              (b) providing for any enactment relating to companies or other corporations which would otherwise have effect in relation to them not to apply to them or to apply to them with such modifications as appear appropriate.

            • 17. Interpretation.

              In these Regulations:

              "business" includes every trade, profession and occupation,

              "designated member" shall be construed in accordance with section 8,

              "enactment" includes subordinate legislation (within the meaning of the Interpretation Regulations 2015),

              "incorporation document" shall be construed in accordance with section 2,

              "limited liability partnership" has the meaning given by section 1(2),

              "member" shall be construed in accordance with section 4,

              "modifications" includes additions and omissions, and

              "name", in relation to a member of a limited liability partnership, means —
              (a) if an individual, his forename and surname (or, in the case of a person usually known by a title, his title instead of or in addition to either or both his forename and surname), and
              (b) if a body corporate, its corporate name.

            • 18. Short title, extent and commencement

              (1) These Regulations may be cited as the Limited Liability Partnerships Regulations 2015.
              (2) These Regulations shall apply in the Abu Dhabi Global Market.
              (3) These Regulations shall come into force on the date of their publication. The Board may by rules make any transitional, transitory, consequential, saving, incidental or supplementary provision in relation to the commencement of these Regulations as the Board thinks fit.

        • Takeover Regulations 2015

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          • TAKEOVER REGULATIONS 2015

            Date of Enactment: 4 October 2015

            • Chapter 1 The Takeover Panel

              • The Panel and its rules

                • 1. The Panel

                  (1) A takeover panel (the "Panel") shall be established for the purpose of carrying out the functions conferred on it by or under these Regulations.
                  (2) The membership of Panel shall be determined by the Board from time to time.
                  (3) The Panel shall be responsible for ensuring orderly conduct of takeover bids and merger transactions in accordance with these Regulations and the rules made by the Panel pursuant to these Regulations, including —
                  (a) setting out general principles for the conduct of takeover bids and merger transactions,
                  (b) ensuring that the Panel's powers are exercised in order to give effect to such principles,
                  (c) giving rulings and directions on the application of these Regulations and the rules made by the Panel pursuant to these Regulations, and
                  (d) the day to day supervision of takeover bids and merger transactions.
                  (4) The Panel may do anything that it considers necessary or expedient for the purposes of, or in connection with, its functions.
                  (5) The Panel may make arrangements for any of its functions to be discharged by —
                  (a) a committee or sub-committee of the Panel,
                  (b) an officer or member of staff of the Panel, or a person acting as such,
                  (c) an officer or member of staff of the Financial Services Regulator, or a person acting as such, or
                  (d) an officer or member of staff of the Registrar, or a person acting as such.

                • 2. Rules

                  (1) The Panel may make rules —
                  (a) for or in connection with the regulation of takeover bids and merger transactions of relevant companies, however effected, including by means of contractual offer, statutory merger or scheme of arrangement and other transactions which have the objective or potential effect (directly or indirectly) of obtaining or consolidating control of relevant companies, as well as partial offers to shareholders for securities in relevant companies (a "takeover transaction"),
                  (b) for or in connection with the regulation of things done in consequence of, or otherwise in relation to, any such bid or transaction, and
                  (c) about cases where —
                  (i) any such bid or transaction is, or has been, contemplated or apprehended, or
                  (ii) an announcement is made denying that any such bid or transaction is intended.
                  (2) A reference to rules in the following provisions of this Chapter is to rules under these Regulations.
                  (3) Subject to sub-section (6), rules made under this Section apply in respect of the following persons in relation to takeover transactions —
                  (a) any body corporate whose voting shares are, or have been in the 5 years prior to the relevant date, listed or admitted to trading on any recognised investment exchange within the Abu Dhabi Global Market, irrespective of their jurisdiction of incorporation,
                  (b) any company registered in the Abu Dhabi Global Market (whether incorporated in or continued into the Abu Dhabi Global Market) as a public company at any time in the 5 years prior to the relevant date and having more than 50 shareholders except where, on the application of the company, the Panel rules otherwise,
                  (c) any person making or contemplating making an offer to acquire securities in any of the foregoing,
                  (d) directors, partners, officers, employees or representatives through whom any of the foregoing acts, and
                  (e) professional advisers of the foregoing in so far as they are acting in relation to a takeover transaction.
                  In the case of (a) and (b) above, the relevant date is the date on which an announcement is made of a proposed offer for the company or the date on which some other event occurs which has significance under rules made under this Section.
                  (4) Bodies corporate who are subject to rules made under this Section —
                  (a) are required to ensure that their directors and employees are provided with adequate guidance in respect of the application of rules made under this Section, and
                  (b) shall be held responsible for the acts or omissions of their directors or employees.
                  (5) In the event of uncertainty as to the application of rules made under this Section to any entity or person, clarification should be sought from the Panel.
                  (6) Rules made under this Section shall not apply to companies established for the sole purpose of collective investment or to any protected cell company or incorporated cell company or any cell of such a company.

                • 3. Further provisions about rules

                  (1) Rules made by the Panel may —
                  (a) make different provision for different purposes,
                  (b) make provision subject to exceptions or exemptions,
                  (c) make provision by reference to other rules made by the Panel, the Financial Services Regulator or any other person exercising a regulatory function within the Abu Dhabi Global Market, as those rules have effect from time to time,
                  (d) may contain such incidental, supplemental, consequential and transitional provision as the Panel considers appropriate, and
                  (e) authorise the Panel to dispense with or modify the application of rules in particular cases and by reference to any circumstances.
                  Rules made by virtue of paragraph (e) must require the Panel to give reasons for acting as mentioned in that paragraph.
                  (2) Any power conferred on the Panel to make rules is exercisable in writing.
                  (3) A rule making instrument must be published by the Panel on the ADGM website.
                  (4) A person is not to be taken to have contravened any rule made by the Panel if the person shows that at the time of the alleged contravention the rule making instrument concerned had not been published in accordance with subsection (3).

                • 4. Consultation

                  (1) Before the Panel makes, modifies or replaces rules, it must publish a draft of the rules on the ADGM website.
                  (2) The draft must be accompanied by a notice that representations about the proposal may be made to the Panel within a specified time.
                  (3) Before the Panel issues rules, it may have regard to any representations made to it in accordance with subsection (2) .
                  (4) Subsections (1) to (3) do not apply if the Panel considers that there is an urgent need to publish the rules.
                  (5) Subsection (2) does not apply in relation to rules issued by the Panel if it considers that the delay involved in complying with it would be prejudicial to its objectives.

                • 5. Rulings

                  (1) The Panel may give rulings on the interpretation, application or effect of rules.
                  (2) To the extent and in the circumstances specified in rules, and subject to any review or appeal, a ruling has binding effect.

                • 6. Directions

                  Rules may contain provision conferring power on the Panel to give any direction that appears to the Panel to be necessary in order —

                  (a) to restrain a person from acting (or continuing to act) in breach of rules,
                  (b) to restrain a person from doing (or continuing to do) a particular thing, pending determination of whether that or any other conduct of his is or would be a breach of rules, or
                  (c) otherwise to secure compliance with rules.

                • 7. Waiver or modification of rules

                  (1) The Panel may, on the application or with the consent of a person who is subject to rules made by the Panel, direct that all or any of those rules —
                  (a) are not to apply to that person, or
                  (b) are to apply to that person with such modifications as may be specified in the direction.
                  (2) An application must be made in such manner as the Panel may direct.
                  (3) The Panel may not give a direction made pursuant to subsection (1) unless it is satisfied that —
                  (a) compliance by the person with the rules, or with the rules as unmodified, would be unduly burdensome or would not achieve the purpose for which the rules were made, and
                  (b) the direction would not adversely affect the advancement of any of the Abu Dhabi Global Market's objectives.
                  (4) A direction may be given subject to conditions.
                  (5) The Panel may —
                  (a) revoke a direction made pursuant to subsection (1), or
                  (b) vary it on the application, or with the consent, of the person to whom it relates.

                • 8. Publication of waivers and modifications

                  (1) Subject to subsection (2), a direction made pursuant to Section 7(1) must be published by the Panel on the ADGM website.
                  (2) Subsection (1) does not apply if the Panel is satisfied that it is inappropriate or unnecessary to publish the direction.
                  (3) In deciding whether it is satisfied as mentioned in subsection (2), the Panel must consider whether the failure to publish the direction would adversely affect the advancement of any of the Abu Dhabi Global Market's objectives.

                • 9. Guidance

                  (1) The Panel may give guidance with respect to —
                  (a) the operation of any provision of these Regulations and of any rules,
                  (b) any other matter relating to the functions and powers of the Panel, and
                  (c) any other matter about which it appears to the Panel to be desirable to give guidance.
                  (2) Guidance is indicative and non-binding and may comprise —
                  (a) guidance made and issued by the Panel as notations to the rules, and
                  (b) any guidance issued by the Panel which has not been incorporated into the rules.
                  (3) Nothing shall constitute guidance unless it is published by the Panel on the ADGM website and indicates that it constitutes guidance.

                • 10. Fees and charges

                  Rules made under Section 2(1) may provide for fees or charges to be payable to the Panel.

              • Information

                • 11. Power to require documents and information

                  (1) Subject to Section 25, the Panel may by notice in writing require a person —
                  (a) to produce any documents that are specified or described in the notice, and
                  (b) to provide, in the form and manner specified in the notice, such information as may be specified or described in the notice.
                  (2) A requirement under subsection (1) must be complied with —
                  (a) at a place specified in the notice, and
                  (b) before the end of such reasonable period as may be so specified.
                  (3) This section applies only to documents and information reasonably required in connection with the exercise by the Panel of its functions.
                  (4) The Panel may require —
                  (a) any document produced to be authenticated, or
                  (b) any information provided (whether in a document or otherwise) to be verified,
                  in such manner as it may reasonably require.
                  (5) The Panel may authorise a person to exercise any of the Panel's powers under this section.
                  (6) A person exercising a power by virtue of subsection (5) must, if required to do so, produce evidence of his authority to exercise the power.
                  (7) The production of a document in pursuance of this section does not affect any lien that a person has on the document.
                  (8) The Panel may take copies of or extracts from a document produced in pursuance of this section.
                  (9) A reference in this section to the production of a document includes a reference to the production of —
                  (a) a hard copy of information recorded otherwise than in hard copy form, or
                  (b) information in a form from which a hard copy can be readily obtained.

                • 12. Restrictions on disclosure

                  (1) In this Section and in Section 13 "Confidential Information" means information which, regardless of whether or not received by virtue of a requirement to provide it imposed by or under these Regulations —
                  (a) relates to the business or other affairs of any person, and
                  (b) was received by the Panel for the purposes of, or in the discharge of, any functions of the Panel under any rules made by or under these Regulations,
                  unless —
                  (i) the information has been made available to the public by virtue of being disclosed in any circumstances in which, or for any purposes for which, disclosure is not precluded by this section, or
                  (ii) it is in the form of a summary or collection of information so framed that it is not possible to ascertain from it information relating to any particular person.
                  (2) Confidential Information must not be disclosed by —
                  (a) the Panel, or by any person obtaining the Confidential Information directly or indirectly from the Panel,
                  (b) any person who is or has been employed by the Panel,
                  (c) a person who is or has been engaged to provide services to the Panel, or
                  (d) any expert instructed by the Panel,
                  without the prior consent of —
                  (i) the person from whom the Panel obtained the Confidential Information, and
                  (ii) if different, the person to whom it relates.

                • 13. Exceptions from Section 12

                  (1) Section 11 does not prevent a disclosure of Confidential Information which is made for the purpose of facilitating the carrying out of the Panel's functions and is —
                  (a) permitted or required under any enactment applicable to the Panel, including, for the avoidance of doubt, any applicable international obligations,
                  (b) made to —
                  (i) any regulatory authority or body in the Abu Dhabi Global Market (including the Registrar and the Financial Services Regulator),
                  (ii) a governmental or regulatory authority exercising powers and performing functions relating to anti-money laundering, counter-terrorist financing or sanctions compliance, whether in the Abu Dhabi Global Market or otherwise,
                  (iii) a self-regulatory body or organisation exercising and performing powers and functions in relation to financial services, whether in the Abu Dhabi Global Market or otherwise,
                  (iv) a civil or criminal law enforcement agency, whether in the Abu Dhabi Global Market or otherwise,
                  (v) any other governmental or other regulatory body or authority, whether in the Abu Dhabi Global Market or otherwise,
                  for the purpose of assisting the performance by any such person of its functions and powers, or
                  (c) made in good faith for the purposes of the exercise of the functions and powers of the Panel or in order to further the Panel's objectives.
                  (2) Any disclosure by the Panel pursuant to subsection (1) may include, insofar as the Panel considers appropriate, provisions —
                  (a) making any permission to disclose Confidential Information subject to conditions (which may relate to the obtaining of consents or any other matter), and
                  (b) restricting the uses to which Confidential Information disclosed may be put.

                • 14. Admissibility of statements made to the Panel

                  (1) A statement made to the Panel by a person in compliance with Section 11 is admissible in evidence in any proceedings, so long as it also complies with any requirements governing the admissibility of evidence in the circumstances in question.
                  (2) The Panel shall not disclose a statement made by a person in answer to any question asked pursuant to Section 11 to any law enforcement agency for the purpose of criminal proceedings against the person unless —
                  (a) the person consents to the disclosure; or
                  (b) the Panel is required by law or Court order to disclose the statement.

              • Co-operation

                • 15. Panel's duty of co-operation

                  (1) The Panel must take such steps as it considers appropriate to co-operate with —
                  (a) any regulatory authority or body in the Abu Dhabi Global Market (including the Registrar and the Financial Services Regulator),
                  (b) a governmental or regulatory authority exercising powers and performing functions relating to anti-money laundering, counter terrorist financing or sanctions compliance, whether in the Abu Dhabi Global Market or otherwise,
                  (c) a self-regulatory body or organisation exercising and performing powers and functions in relation to financial services, whether in the Abu Dhabi Global Market or otherwise,
                  (d) a civil or criminal law enforcement agency, whether in the Abu Dhabi Global Market or otherwise,
                  (e) any other governmental or other regulatory body or authority, whether in the Abu Dhabi Global Market or otherwise,
                  (2) Co-operation may include the sharing of information that the Panel is not prevented from disclosing.

              • Appeals

                • 16. Appeals

                  (1) Any decision, order or direction made by the Panel in accordance with these Regulations or Rules made under section 2 may be appealed by the person against whom such decision, order or direction was made, to the Appeals Panel constituted under section 227 of the Financial Services and Markets Regulations 2015 (the "Appeals Panel") for a full merits review.
                  (2) The Appeals Panel has jurisdiction to do as it deems necessary for, or in connection with, or reasonably incidental to, performing its functions and exercising its powers conferred for the purposes of these Regulations, including the giving of directions as to practice and procedure to be followed by the Appeals Panel in the hearing and/or determination of appeals of decisions, orders or directions of the Panel.
                  (3) The President of the Appeals Panel may establish one or more sub panels to exercise the jurisdiction and perform the role of the Appeals Panel.
                  (4) The President of the Appeals Panel, or the head of a sub panel established pursuant to subsection (3), may make any procedural order or order granting interim relief that the Appeals Panel has jurisdiction to make.
                  (5) Notice of appeal against a decision or direction of the Panel must be given to the Appeals Panel within 28 days of the relevant decision or direction.
                  (6) The provisions of sections 228(5) to (10), section 229 (but excluding subsection (1)(b)) and 230 of the Financial Services and Markets Regulations 2015 shall apply, mutatis mutandis, to appeals made under this Section 16 provided that for such purposes references in the Financial Services and Markets Regulations 2015 to:
                  (a) the "Regulator" and the "Chief Executive" shall be construed as references to the "Panel",
                  (b) the "Regulatory Committee" should be disregarded, and
                  (c) "these Regulations" should be construed as References "these Regulations or Rules made under section 2".

              • Contravention of rules etc.

                • 17. Sanctions

                  (1) Rules may contain provision conferring power on the Panel to impose sanctions on a person who has —
                  (a) acted in breach of rules, or
                  (b) failed to comply with a direction given by virtue of section 6.
                  (2) The Panel must prepare a statement (a "policy statement") of its policy with respect to —
                  (a) the imposition of the sanction in question, and
                  (b) where the sanction is in the nature of a financial penalty, the amount of the penalty that may be imposed.
                  An element of the policy must be that, in making a decision about any such matter, the Panel has regard to the factors mentioned in subsection (3).
                  (3) The factors are —
                  (a) the seriousness of the breach or failure in question in relation to the nature of the rule or direction contravened,
                  (b) the extent to which the breach or failure was deliberate or reckless, and
                  (c) whether the person on whom the sanction is to be imposed is an individual.
                  (4) The Panel may at any time revise a policy statement.
                  (5) The Panel must prepare a draft of any proposed policy statement (or revised policy statement) and consult such persons about the draft as the Panel considers appropriate.
                  (6) The Panel must publish on the ADGM website any policy statement (or revised policy statement) that it prepares.

                • 18. Failure to comply with rules about bid documentation

                  (1) Where an offer document published in respect of a takeover bid does not comply with offer document rules, a contravention of these Regulations is committed by —
                  (a) the person making the bid, and
                  (b) where the person making the bid is a body of persons, any director, officer or member of that body who caused the document to be published.
                  (2) A person commits a contravention of these Regulations under subsection (1) only if —
                  (a) he knew that the offer document did not comply, or was reckless as to whether it complied, and
                  (b) he failed to take all reasonable steps to secure that it did comply.
                  (3) Where a response document published in respect of the bid does not comply with response document rules, contravention of these Regulations is committed by any director or other officer of the company who —
                  (a) knew that the response document did not comply, or was reckless as to whether it complied, and
                  (b) failed to take all reasonable steps to secure that it did comply.
                  (4) A person who contravenes these Regulations is liable to a fine of such amount the Panel considers appropriate. A penalty may not be imposed on any person under these Regulations in excess of the maximum amount that may be imposed under the ADGM Founding Law.
                  (5) Nothing in this section affects any power of the Panel in relation to the enforcement of its rules.
                  (6) In this section —

                  "offer document" means a document required to be published by the offer document rules,

                  "offer document rules" means rules designated as such in rules made under these Regulations,

                  "response document" means a document required to be published by the response document rules, and

                  "response document rules" means rules designated as such in rules made under these Regulations.

                • 19. Compensation

                  (1) The Panel may make rules which provide for a person to pay such compensation as the Panel thinks just and reasonable if he is in breach of a rule the effect of which is to require the payment of money.
                  (2) Rules made by virtue of this section may include provision for the payment of interest (including compound interest).

                • 20. Enforcement by the Court

                  (1) If, on the application of the Panel, the Court is satisfied —
                  (a) that there is a reasonable likelihood that a person will contravene a rule-based requirement, or
                  (b) that a person has contravened a rule-based requirement or a disclosure requirement,
                  the Court may make any order it thinks fit to secure compliance with the requirement.
                  (2) Except as provided by subsection (1), no person has a right to seek an injunction to prevent a person from contravening (or continuing to contravene) a rule-based requirement or a disclosure requirement.
                  (3) In this section —

                  "contravene" includes fail to comply,

                  "disclosure requirement" means a requirement imposed under section 11, and

                  "rule-based requirement" means a requirement imposed by or under rules.

                • 21. No action for breach of statutory duty etc.

                  (1) Contravention of a rule-based requirement or a disclosure requirement does not give rise to any right of action for breach of statutory duty.
                  (2) Contravention of a rule-based requirement does not make any transaction void or unenforceable or (subject to any provision made by rules) affect the validity of any other thing.
                  (3) In this section —
                  (a) "contravention" includes failure to comply, and
                  (b) "disclosure requirement" and "rule-based requirement" have the same meaning as in Section 20.

              • Miscellaneous and supplementary

                • 22. Panel as party to proceedings

                  The Panel is capable (despite being an unincorporated body) of —

                  (a) bringing proceedings under this Chapter in its own name, and
                  (b) bringing or defending any other proceedings in its own name.

                • 23. Exemption from liability in damages

                  (1) Neither the Panel, nor any person within subsection (2), is to be liable in damages for anything done (or omitted to be done) in, or in connection with, the discharge or purported discharge of the Panel's functions.
                  (2) A person is within this subsection if —
                  (a) he is (or is acting as) a member, officer or member of staff of the Panel, or
                  (b) he is a person authorised under section 11.
                  (3) Subsection (1) does not apply if the act or omission is shown to have been in bad faith.

                • 24. Self-incrimination

                  (1) Subject to Section 25, it is not a reasonable excuse for a person to refuse or fail to —
                  (a) permit inspection and copying of any information or document,
                  (b) give or produce, or procure the giving or production of, any information or document, or
                  (c) answer questions,
                  pursuant to any requirement under Section 11 or an order made by the Court under Section 20 to secure compliance with such a requirement on the grounds that any such information or document or answer, as the case may be —
                  (d) might tend to incriminate the person, or
                  (e) is, or contains, or might reveal a communication made in confidence.

                • 25. Protected information and documents

                  (1) In this Section, "Protected Items" means —
                  (a) communications between a professional legal adviser and his client or any person representing his client which fall within subsection (2),
                  (b) communications between a professional legal adviser, his client or any person representing his client and any other person which fall within subsection (2) (as a result of paragraph (b) of that subsection),
                  (c) items which —
                  (i) are enclosed with, or referred to in, such communications,
                  (ii) fall within subsection (2), and
                  (iii) are in the possession of a person entitled to possession of them,
                  (d) in the case of any information held by the Panel, information which —
                  (i) is supplied by or relating to bodies dealing with security matters,
                  (ii) is held by public authorities in the exercise of their functions,
                  (iii) relates to national security or international relations,
                  (iv) relates to the economic and financial interests of the Abu Dhabi Global Market or to its financial stability, and
                  (v) constitutes trade secrets.
                  (2) A communication or item falls within this subsection if it is made —
                  (a) in connection with the giving of legal advice to the client, or
                  (b) in connection with, or in contemplation of, legal proceedings and for the purposes of those proceedings.
                  A communication or item is not a Protected Item if it is held with the intention of furthering a criminal purpose.
                  (3) A person may not be required by or under these Regulations to produce, disclose or permit the inspection of Protected Items.
                  (4) Where there are any grounds for withholding any Protected Items, such grounds shall apply only to the relevant parts of the document which are affected by such grounds and not to any other part of the document.
                  (5) A lawyer may be required under this Chapter to furnish the name and address of his client.
                  (6) Where the Panel requires a lawyer to give information or to produce a Document or to answer a question, and the giving of the information or the production of the Document or the answer to the question would involve disclosing a legally privileged communication made by, on behalf of, or to, the lawyer in his capacity as a lawyer, the lawyer is entitled to refuse to comply with the requirement unless —
                  (a) where the person to whom, or by, or on behalf of whom, the communication was made is a body corporate that is subject to winding up proceedings, the liquidator of the body consents to the lawyer complying with the requirement, or
                  (b) otherwise, the person to whom, or by, or on behalf of whom, the communication was made consents to the lawyer complying with the requirement.
                  (7) Where a lawyer so refuses to comply with a requirement, he shall, as soon as practicable, give to the Panel a written notice setting out —
                  (a) where the lawyer knows the name and address of the person to whom, or by whom, or on behalf of whom, the communication was made, then that name and address, and
                  (b) where the requirement to give information or produce a document relates to a communication which was made in writing, then sufficient particulars to identify the document containing the communication.

            • Chapter 2 "Squeeze-out" and "Sell-out"

              • Takeover offers

                • 26. Meaning of "takeover offer"

                  (1) For the purposes of this Chapter an offer to acquire shares in a company is a "takeover offer" if the following two conditions are satisfied in relation to the offer.
                  (2) The first condition is that it is an offer to acquire —
                  (a) all the shares in a company, or
                  (b) where there is more than one class of shares in a company, all the shares of one or more classes,
                  other than shares that at the date of the offer are already held by the bidder.

                  Sections 27 and 29(2) contain provisions supplementing this subsection.
                  (3) The second condition is that the terms of the offer are the same —
                  (a) in relation to all the shares to which the offer relates, or
                  (b) where the shares to which the offer relates include shares of different classes, in relation to all the shares of each class.
                  Section 28 contains provision treating this condition as satisfied in certain circumstances.
                  (4) In subsections (1) to (3) "shares" means shares, other than relevant treasury shares, that have been allotted on the date of the offer (but see subsection (5)).
                  (5) A takeover offer may include among the shares to which it relates —
                  (a) all or any shares that are allotted after the date of the offer but before a specified date,
                  (b) all or any relevant treasury shares that cease to be held as treasury shares before a specified date, or
                  (c) all or any other relevant treasury shares.
                  (6) In this section —

                  "relevant treasury shares" means shares that —
                  (a) are held by the company as treasury shares on the date of the offer, or
                  (b) become shares held by the company as treasury shares after that date but before a specified date,
                  "specified date" means a date specified in or determined in accordance with the terms of the offer.
                  (7) Where the terms of an offer make provision for their revision and for acceptances on the previous terms to be treated as acceptances on the revised terms, then, if the terms of the offer are revised in accordance with that provision —
                  (a) the revision is not to be regarded for the purposes of this Chapter as the making of a fresh offer, and
                  (b) references in this Chapter to the date of the offer are accordingly to be read as references to the date of the original offer.

                • 27. Shares already held by the bidder etc.

                  (1) The reference in section 26 to shares already held by the bidder includes a reference to shares that he has contracted to acquire, whether unconditionally or subject to conditions being met.

                  This is subject to subsection (2).
                  (2) The reference in section 26 to shares already held by the bidder does not include a reference to shares that are the subject of a contract —
                  (a) intended to secure that the holder of the shares will accept the offer when it is made, and
                  (b) entered into —
                  (i) by deed and for no consideration,
                  (ii) for consideration of negligible value, or
                  (iii) for consideration consisting of a promise by the bidder to make the offer.
                  (3) The condition in section 26 is treated as satisfied where —
                  (a) the offer does not extend to shares that associates of the bidder hold or have contracted to acquire (whether unconditionally or subject to conditions being met), and
                  (b) the condition would be satisfied if the offer did extend to those shares.
                  (For further provision about such shares, see section 29).

                • 28. Cases where offer treated as being on same terms

                  (1) The condition in section 26 (terms of offer to be the same for all shares or all shares of particular classes) is treated as satisfied where subsection (2) or (3) below applies.
                  (2) This subsection applies where —
                  (a) shares carry an entitlement to a particular dividend which other shares of the same class, by reason of being allotted later, do not carry,
                  (b) there is a difference in the value of consideration offered for the shares allotted earlier as against that offered for those allotted later,
                  (c) that difference merely reflects the difference in entitlement to the dividend, and
                  (d) the condition in section 26 would be satisfied but for that difference.
                  (3) This subsection applies where —
                  (a) the law of a country or territory outside the Abu Dhabi Global Market —
                  (i) precludes an offer of consideration in the form, or any of the forms, specified in the terms of the offer ("the specified form"), or
                  (ii) precludes an offer of consideration in the specified form except after compliance by the bidder with conditions with which he is unable to comply or which he regards as unduly onerous,
                  (b) the persons to whom an offer of consideration in the specified form is precluded are able to receive consideration in another form that is of substantially equivalent value, and
                  (c) the condition in section 26 would be satisfied but for the fact that an offer of consideration in the specified form to those persons is precluded.

                • 29. Shares to which an offer relates

                  (1) Where a takeover offer is made and, during the period beginning with the date of the offer and ending when the offer can no longer be accepted, the bidder —
                  (a) acquires or unconditionally contracts to acquire any of the shares to which the offer relates, but
                  (b) does not do so by virtue of acceptances of the offer,
                  those shares are treated for the purposes of this Chapter as excluded from those to which the offer relates.
                  (2) For the purposes of this Chapter shares that an associate of the bidder holds or has contracted to acquire, whether at the date of the offer or subsequently, are not treated as shares to which the offer relates, even if the offer extends to such shares.

                  In this subsection "contracted" means contracted unconditionally or subject to conditions being met.
                  (3) This section is subject to section 31 and (9).

                • 30. Effect of impossibility etc. of communicating or accepting offer

                  (1) Where there are holders of shares in a company to whom an offer to acquire shares in the company is not communicated, that does not prevent the offer from being a takeover offer for the purposes of this Chapter if —
                  (a) those shareholders have no registered address in the Abu Dhabi Global Market,
                  (b) the offer was not communicated to those shareholders in order not to contravene the law of a country or territory outside the Abu Dhabi Global Market, and
                  (c) a copy of the offer was delivered to the Registrar requesting that the Registrar publish on the Registrar's website notice of receipt of the offer together with details of where in the Abu Dhabi Global Market the offer can be inspected or a copy of it obtained.
                  (2) Where an offer is made to acquire shares in a company and there are persons for whom, by reason of the law of a country or territory outside the Abu Dhabi Global Market, it is impossible to accept the offer, or more difficult to do so, that does not prevent the offer from being a takeover offer for the purposes of this Chapter.
                  (3) It is not to be inferred —
                  (a) that an offer which is not communicated to every holder of shares in the company cannot be a takeover offer for the purposes of this Chapter unless the requirements of paragraphs (a) to (c) of subsection (1) are met, or
                  (b) that an offer which is impossible, or more difficult, for certain persons to accept cannot be a takeover offer for those purposes unless the reason for the impossibility or difficulty is the one mentioned in subsection (2).

              • "Squeeze-out"

                • 31. Right of bidder to buy out minority shareholder

                  (1) Subsection (2) applies in a case where a takeover offer does not relate to shares of different classes.
                  (2) If the bidder has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire —
                  (a) not less than 90% in value of the shares to which the offer relates, and
                  (b) in a case where the shares to which the offer relates are voting shares, not less than 90% of the voting rights carried by those shares,
                  he may give notice to the holder of any shares to which the offer relates which the bidder has not acquired or unconditionally contracted to acquire that he desires to acquire those shares.
                  (3) Subsection (4) applies in a case where a takeover offer relates to shares of different classes.
                  (4) If the bidder has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire —
                  (a) not less than 90% in value of the shares of any class to which the offer relates, and
                  (b) in a case where the shares of that class are voting shares, not less than 90% of the voting rights carried by those shares,
                  he may give notice to the holder of any shares of that class to which the offer relates which the bidder has not acquired or unconditionally contracted to acquire that he desires to acquire those shares.
                  (5) In the case of a takeover offer which includes among the shares to which it relates —
                  (a) shares that are allotted after the date of the offer, or
                  (b) relevant treasury shares (within the meaning of section 26) that cease to be held as treasury shares after the date of the offer,
                  the bidder's entitlement to give a notice under subsection (2) or (4) on any particular date shall be determined as if the shares to which the offer relates did not include any shares allotted, or ceasing to be held as treasury shares, on or after that date.
                  (6) Subsection (9) applies where —
                  (a) the requirements for the giving of a notice under subsection (2) or (4) are satisfied, and
                  (b) there are shares in the company which the bidder, or an associate of his, has contracted to acquire subject to conditions being met, and in relation to which the contract has not become unconditional.
                  (7) The bidder's entitlement to give a notice under subsection (2) or (4) shall be determined as if —
                  (a) the shares to which the offer relates included shares falling within paragraph (b) of subsection (6), and
                  (b) in relation to shares falling within that paragraph, the words "by virtue of acceptances of the offer" in subsection (2) or (4) were omitted.
                  (8) Where —
                  (a) a takeover offer is made,
                  (b) during the period beginning with the date of the offer and ending when the offer can no longer be accepted, the bidder —
                  (i) acquires or unconditionally contracts to acquire any of the shares to which the offer relates, but
                  (ii) does not do so by virtue of acceptances of the offer, and
                  (c) subsection (10) applies,
                  then for the purposes of this section those shares are not excluded by section 29 from those to which the offer relates, and the bidder is treated as having acquired or contracted to acquire them by virtue of acceptances of the offer.
                  (9) Where —
                  (a) a takeover offer is made,
                  (b) during the period beginning with the date of the offer and ending when the offer can no longer be accepted, an associate of the bidder acquires or unconditionally contracts to acquire any of the shares to which the offer relates, and
                  (c) subsection (10) applies,
                  then for the purposes of this section those shares are not excluded by section 29 from those to which the offer relates.
                  (10) This subsection applies if —
                  (a) at the time the shares are acquired or contracted to be acquired as mentioned in subsection (8) or (9) (as the case may be), the value of the consideration for which they are acquired or contracted to be acquired ("the acquisition consideration") does not exceed the value of the consideration specified in the terms of the offer, or
                  (b) those terms are subsequently revised so that when the revision is announced the value of the acquisition consideration, at the time mentioned in paragraph (a), no longer exceeds the value of the consideration specified in those terms.

                • 32. Further provision about notices given under section 27

                  (1) A notice under section 31 must be given in the prescribed manner.
                  (2) No notice may be given under section 31 or (4) after the end of the period of three months beginning with the day after the last day on which the offer can be accepted.
                  (3) At the time when the bidder first gives a notice under section 31 in relation to an offer, the bidder must send to the company —
                  (a) a copy of the notice, and
                  (b) a statutory declaration by him in the prescribed form, stating that the conditions for the giving of the notice are satisfied.
                  (4) Where the bidder is a company (whether or not a company within the meaning of these Regulations) the statutory declaration must be signed by a director.
                  (5) A person contravenes these Regulations if —
                  (a) he fails to send a copy of a notice or a statutory declaration as required by subsection (3), or
                  (b) he makes such a declaration for the purposes of that subsection knowing it to be false or without having reasonable grounds for believing it to be true.
                  (6) It is a defence for a person alleged to have contravened these Regulations by failing to send a copy of a notice as required by subsection (3) to prove that he took reasonable steps for securing compliance with that subsection.
                  (7) A person who contravenes this section shall be liable to a fine of such amount the Panel considers appropriate. A penalty may not be imposed on any person under these Regulations in excess of the maximum amount that may be imposed under the ADGM Founding Law.

                • 33. Effect of notice under section 27

                  (1) Subject to section 38, this section applies where the bidder gives a shareholder a notice under section 31.
                  (2) The bidder is entitled and bound to acquire the shares to which the notice relates on the terms of the offer.
                  (3) Where the terms of an offer are such as to give the shareholder a choice of consideration, the notice must give particulars of the choice and state —
                  (a) that the shareholder may, within six weeks from the date of the notice, indicate his choice by a written communication sent to the bidder at an address specified in the notice, and
                  (b) which consideration specified in the offer will apply if he does not indicate a choice.
                  The reference in subsection (2) to the terms of the offer is to be read accordingly.
                  (4) Subsection (3) applies whether or not any time-limit or other conditions applicable to the choice under the terms of the offer can still be complied with.
                  (5) If the consideration offered to or (as the case may be) chosen by the shareholder —
                  (a) is not cash and the bidder is no longer able to provide it, or
                  (b) was to have been provided by a third party who is no longer bound or able to provide it,
                  the consideration is to be taken to consist of an amount of cash, payable by the bidder, which at the date of the notice is equivalent to the consideration offered or (as the case may be) chosen.
                  (6) At the end of six weeks from the date of the notice the bidder must immediately —
                  (a) send a copy of the notice to the company, and
                  (b) pay or transfer to the company the consideration for the shares to which the notice relates.
                  Where the consideration consists of shares or securities to be allotted by the bidder, the reference in paragraph (b) to the transfer of the consideration is to be read as a reference to the allotment of the shares or securities to the company.
                  (7) If the shares to which the notice relates are registered, the copy of the notice sent to the company under subsection (6)(a) must be accompanied by an instrument of transfer executed on behalf of the holder of the shares by a person appointed by the bidder.

                  On receipt of that instrument the company must register the bidder as the holder of those shares.
                  (8) If the shares to which the notice relates are transferable by the delivery of warrants or other instruments, the copy of the notice sent to the company under subsection (6)(a) must be accompanied by a statement to that effect.

                  On receipt of that statement the company must issue the bidder with warrants or other instruments in respect of the shares, and those already in issue in respect of the shares become void.
                  (9) The company must hold any money or other consideration received by it under subsection (6)(b) on trust for the person who, before the bidder acquired them, was entitled to the shares in respect of which the money or other consideration was received.

                  Section 34 contains further provision about how the company should deal with such money or other consideration.

                • 34. Further provision about consideration held on trust under section 29(9)

                  (1) This section applies where a bidder pays or transfers consideration to the company under section 33.
                  (2) The company must pay into a separate bank account that complies with subsection (3) —
                  (a) any money it receives under paragraph (b) of section 33, and
                  (b) any dividend or other sum accruing from any other consideration it receives under that paragraph.
                  (3) A bank account complies with this subsection if the balance on the account —
                  (a) bears interest at an appropriate rate, and
                  (b) can be withdrawn by such notice (if any) as is appropriate.
                  (4) If —
                  (a) the person entitled to the consideration held on trust by virtue of section 33 cannot be found, and
                  (b) subsection (5) applies,
                  the consideration (together with any interest, dividend or other benefit that has accrued from it) must be paid into a separate bank account complying with subsection (3) in the name of the Panel or such other person as the Panel may specify.
                  (5) This subsection applies where —
                  (a) reasonable enquiries have been made at reasonable intervals to find the person, and
                  (b) twelve years have elapsed since the consideration was received, or the company is wound up.
                  (6) If the person entitled to the consideration held on trust by virtue of section 33 cannot be found and subsection (5) applies —
                  (a) the trust terminates,
                  (b) the company or (if the company is wound up) the liquidator must sell any consideration other than cash and any benefit other than cash that has accrued from the consideration, and
                  (c) a sum representing —
                  (i) the consideration so far as it is cash,
                  (ii) the proceeds of any sale under paragraph (b), and
                  (iii) any interest, dividend or other benefit that has accrued from the consideration,
                  must be deposited in a separate bank account complying with subsection (3) and in the name of the Panel or such other person as the Panel may specify and the receipt for the deposit must be transmitted to the Panel .
                  (7) The expenses of any such enquiries as are mentioned in subsection (5) may be paid out of the money or other property held on trust for the person to whom the enquiry relates.

              • "Sell-out"

                • 35. Right of minority shareholder to be bought out by bidder

                  (1) Subsections (2) and (3) apply in a case where a takeover offer relates to all the shares in a company.

                  For this purpose a takeover offer relates to all the shares in a company if it is an offer to acquire all the shares in the company within the meaning of section 26.
                  (2) The holder of any voting shares to which the offer relates who has not accepted the offer may require the bidder to acquire those shares if, at any time before the end of the period within which the offer can be accepted —
                  (a) the bidder has by virtue of acceptances of the offer acquired or unconditionally contracted to acquire some (but not all) of the shares to which the offer relates, and
                  (b) those shares, with or without any other shares in the company which he has acquired or contracted to acquire (whether unconditionally or subject to conditions being met) —
                  (i) amount to not less than 90% in value of all the voting shares in the company (or would do so but for section 42), and
                  (ii) carry not less than 90% of the voting rights in the company (or would do so but for section 42).
                  (3) The holder of any non-voting shares to which the offer relates who has not accepted the offer may require the bidder to acquire those shares if, at any time before the end of the period within which the offer can be accepted —
                  (a) the bidder has by virtue of acceptances of the offer acquired or unconditionally contracted to acquire some (but not all) of the shares to which the offer relates, and
                  (b) those shares, with or without any other shares in the company which he has acquired or contracted to acquire (whether unconditionally or subject to conditions being met), amount to not less than 90% in value of all the shares in the company (or would do so but for section 42).
                  (4) If a takeover offer relates to shares of one or more classes and at any time before the end of the period within which the offer can be accepted —
                  (a) the bidder has by virtue of acceptances of the offer acquired or unconditionally contracted to acquire some (but not all) of the shares of any class to which the offer relates, and
                  (b) those shares, with or without any other shares of that class which he has acquired or contracted to acquire (whether unconditionally or subject to conditions being met) —
                  (i) amount to not less than 90% in value of all the shares of that class, and
                  (ii) in a case where the shares of that class are voting shares, carry not less than 90% of the voting rights carried by the shares of that class,
                  the holder of any shares of that class to which the offer relates who has not accepted the offer may require the bidder to acquire those shares.
                  (5) For the purposes of subsections (2) to (4), in calculating 90% of the value of any shares, shares held by the company as treasury shares are to be treated as having been acquired by the bidder.
                  (6) Subsection (7) applies where —
                  (a) a shareholder exercises rights conferred on him by subsection (2), (3) or (4),
                  (b) at the time when he does so, there are shares in the company which the bidder has contracted to acquire subject to conditions being met, and in relation to which the contract has not become unconditional, and
                  (c) the requirement imposed by subsection (2)(b), (3)(b) or (4)(b) (as the case may be) would not be satisfied if those shares were not taken into account.
                  (7) The shareholder is treated for the purposes of section 37 as not having exercised his rights under this section unless the requirement imposed by paragraph (b) of subsection (2), (3) or (4) (as the case may be) would be satisfied if —
                  (a) the reference in that paragraph to other shares in the company which the bidder has contracted to acquire unconditionally or subject to conditions being met were a reference to such shares which he has unconditionally contracted to acquire, and
                  (b) the reference in that subsection to the period within which the offer can be accepted were a reference to the period referred to in section 36.
                  (8) A reference in subsection (2)(b), (3)(b),(4)(b), (6) or (7) to shares which the bidder has acquired or contracted to acquire includes a reference to shares which an associate of his has acquired or contracted to acquire.

                • 36. Further provision about rights conferred by section 31

                  (1) Rights conferred on a shareholder by subsection (2), (3) or (4) of section 35 are exercisable by a written communication addressed to the bidder.
                  (2) Rights conferred on a shareholder by subsection (2), (3) or (4) of that section are not exercisable after the end of the period of three months from —
                  (a) the end of the period within which the offer can be accepted, or
                  (b) if later, the date of the notice that must be given under subsection (3) below.
                  (3) Within one month of the time specified in subsection (2), (3) or (4) (as the case may be) of that section, the bidder must give any shareholder who has not accepted the offer notice in the prescribed manner of —
                  (a) the rights that are exercisable by the shareholder under that subsection, and
                  (b) the period within which the rights are exercisable.
                  If the notice is given before the end of the period within which the offer can be accepted, it must state that the offer is still open for acceptance.
                  (4) Subsection (3) does not apply if the bidder has given the shareholder a notice in respect of the shares in question under section 31.
                  (5) A bidder who fails to comply with subsection (3) contravenes this section.

                  If the bidder is a company, every director or other officer of that company who is in default or to whose neglect the failure is attributable also contravenes this section.
                  (6) If a bidder other than a company is alleged to have contravened these Regulations by failing to comply with subsection (3), it is a defence for him to prove that he took all reasonable steps for securing compliance with that subsection.
                  (7) A person who contravenes this section shall be liable to a fine of such amount the Panel considers appropriate. A penalty may not be imposed on any person under these Regulations in excess of the maximum amount that may be imposed under the ADGM Founding Law.

                • 37. Effect of requirement under section 31

                  (1) Subject to section 38, this section applies where a shareholder exercises his rights under section 35 in respect of any shares held by him.
                  (2) The bidder is entitled and bound to acquire those shares on the terms of the offer or on such other terms as may be agreed between the bidder and the shareholder.
                  (3) Where the terms of an offer are such as to give the shareholder a choice of consideration —
                  (a) the shareholder may indicate his choice when requiring the bidder to acquire the shares, and
                  (b) the notice given to the shareholder under section 36 —
                  (i) must give particulars of the choice and of the rights conferred by this subsection, and
                  (ii) may state which consideration specified in the offer will apply if he does not indicate a choice.
                  The reference in subsection (2) to the terms of the offer is to be read accordingly.
                  (4) Subsection (3) applies whether or not any time-limit or other conditions applicable to the choice under the terms of the offer can still be complied with.
                  (5) If the consideration offered to or (as the case may be) chosen by the shareholder —
                  (a) is not cash and the bidder is no longer able to provide it, or
                  (b) was to have been provided by a third party who is no longer bound or able to provide it,
                  the consideration is to be taken to consist of an amount of cash, payable by the bidder, which at the date when the shareholder requires the bidder to acquire the shares is equivalent to the consideration offered or (as the case may be) chosen.

              • Supplementary

                • 38. Applications to the Court

                  (1) Where a notice is given under section 31 to a shareholder the Court may, on an application made by him, order —
                  (a) that the bidder is not entitled and bound to acquire the shares to which the notice relates, or
                  (b) that the terms on which the bidder is entitled and bound to acquire the shares shall be such as the Court thinks fit.
                  (2) An application under subsection (1) must be made within six weeks from the date on which the notice referred to in that subsection was given.

                  If an application to the Court under subsection (1) is pending at the end of that period, section 33 does not have effect until the application has been disposed of.
                  (3) Where a shareholder exercises his rights under section 35 in respect of any shares held by him, the Court may, on an application made by him or the bidder, order that the terms on which the bidder is entitled and bound to acquire the shares shall be such as the Court thinks fit.
                  (4) On an application under subsection (1) or (3) —
                  (a) the Court may not require consideration of a higher value than that specified in the terms of the offer ("the offer value") to be given for the shares to which the application relates unless the holder of the shares shows that the offer value would be unfair, and
                  (b) the Court may not require consideration of a lower value than the offer value to be given for the shares.
                  (5) No order for costs or expenses may be made against a shareholder making an application under subsection (1) or (3) unless the Court considers that —
                  (a) the application was unnecessary, improper or vexatious,
                  (b) there has been unreasonable delay in making the application, or
                  (c) there has been unreasonable conduct on the shareholder's part in conducting the proceedings on the application.
                  (6) A shareholder who has made an application under subsection (1) or (3) must give notice of the application to the bidder.
                  (7) A bidder who is given notice of an application under subsection (1) or (3) must give a copy of the notice to —
                  (a) any person (other than the applicant) to whom a notice has been given under section 31,
                  (b) any person who has exercised his rights under section 35.
                  (8) A bidder who makes an application under subsection (3) must give notice of the application to —
                  (a) any person to whom a notice has been given under section 31,
                  (b) any person who has exercised his rights under section 35.
                  (9) Where a takeover offer has not been accepted to the extent necessary for entitling the bidder to give notices under subsection (2) or (4) of section 31 the Court may, on an application made by him, make an order authorising him to give notices under that subsection if it is satisfied that —
                  (a) the bidder has after reasonable enquiry been unable to trace one or more of the persons holding shares to which the offer relates,
                  (b) the requirements of that subsection would have been met if the person, or all the persons, mentioned in paragraph (a) above had accepted the offer, and
                  (c) the consideration offered is fair and reasonable.
                  This is subject to subsection (11).
                  (10) The Court may not make an order under subsection (9) unless it considers that it is just and equitable to do so having regard, in particular, to the number of shareholders who have been traced but who have not accepted the offer.

                • 39. Joint offers

                  (1) In the case of a takeover offer made by two or more persons jointly, this Chapter has effect as follows.
                  (2) The conditions for the exercise of the rights conferred by section 31 are satisfied —
                  (a) in the case of acquisitions by virtue of acceptances of the offer, by the joint bidders acquiring or unconditionally contracting to acquire the necessary shares jointly, and
                  (b) in other cases, by the joint bidders acquiring or unconditionally contracting to acquire the necessary shares either jointly or separately.
                  (3) The conditions for the exercise of the rights conferred by section 35 are satisfied —
                  (a) in the case of acquisitions by virtue of acceptances of the offer, by the joint bidders acquiring or unconditionally contracting to acquire the necessary shares jointly, and
                  (b) in other cases, by the joint bidders acquiring or contracting (whether unconditionally or subject to conditions being met) to acquire the necessary shares either jointly or separately.
                  (4) Subject to the following provisions, the rights and obligations of the bidder under sections 31 to 37 are respectively joint rights and joint and several obligations of the joint bidders.
                  (5) A provision of sections 31 to 38 that requires or authorises a notice or other document to be given or sent by or to the joint bidders is complied with if the notice or document is given or sent by or to any of them (but see subsection (6)).
                  (6) The statutory declaration required by section 32 must be made by all of the joint bidders and, where one or more of them is a company, signed by a director of that company.
                  (7) In sections 26 to 29, 31,33, 35 and 40 references to the bidder are to be read as references to the joint bidders or any of them.
                  (8) In section 33 and (8) references to the bidder are to be read as references to the joint bidders or such of them as they may determine.
                  (9) In sections 33 and 37 references to the bidder being no longer able to provide the relevant consideration are to be read as references to none of the joint bidders being able to do so.
                  (10) In section 38 references to the bidder are to be read as references to the joint bidders, except that —
                  (a) an application under subsection (3) or (9) may be made by any of them, and
                  (b) the reference in subsection (9)(a) to the bidder having been unable to trace one or more of the persons holding shares is to be read as a reference to none of the bidders having been able to do so.

              • Interpretation

                • 40. Associates

                  (1) In this Chapter "associate", in relation to a bidder, means —
                  (a) a nominee of the bidder,
                  (b) a holding company, subsidiary or fellow subsidiary of the bidder or a nominee of such a holding company, subsidiary or fellow subsidiary,
                  (c) a body corporate in which the bidder is substantially interested,
                  (d) a person who is, or is a nominee of, a party to a share acquisition agreement with the bidder, or
                  (e) (where the bidder is an individual) his spouse, parents, any person with whom he shares a parent or grandparent and any minor child or step-child of his.
                  (2) For the purposes of subsection (1)(b) a company is a fellow subsidiary of another body corporate if both are subsidiaries of the same body corporate but neither is a subsidiary of the other.
                  (3) For the purposes of subsection (1)(c) a bidder has a substantial interest in a body corporate if —
                  (a) the body or its directors are accustomed to act in accordance with his directions or instructions, or
                  (b) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of the body.
                  Subsections (2) and (3) of section 755 (Interest in shares: corporate interests) of the Companies Regulations 2015 (which contain provision about when a person is treated as entitled to exercise or control the exercise of voting power) apply for the purposes of this subsection as they apply for the purposes of that section.
                  (4) For the purposes of subsection (1)(d) an agreement is a share acquisition agreement if —
                  (a) it is an agreement for the acquisition of, or of an interest in, shares to which the offer relates,
                  (b) it includes provisions imposing obligations or restrictions on any one or more of the parties to it with respect to their use, retention or disposal of such shares, or their interests in such shares, acquired in pursuance of the agreement (whether or not together with any other shares to which the offer relates or any other interests of theirs in such shares), and
                  (c) it is not an excluded agreement (see subsection (5)).
                  (5) An agreement is an "excluded agreement" —
                  (a) if it is not legally binding, unless it involves mutuality in the undertakings, expectations or understandings of the parties to it, or
                  (b) if it is an agreement to underwrite or sub-underwrite an offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it.
                  (6) The reference in subsection (4)(b) to the use of interests in shares is to the exercise of any rights or of any control or influence arising from those interests (including the right to enter into an agreement for the exercise, or for control of the exercise, of any of those rights by another person).
                  (7) In this section —
                  (a) "agreement" includes any agreement or arrangement, and
                  (b) references to provisions of an agreement include —
                  (i) undertakings, expectations or understandings operative under an arrangement, and
                  (ii) any provision whether express or implied and whether absolute or not.

                • 41. Convertible securities

                  (1) For the purposes of this Chapter securities of a company are treated as shares in the company if they are convertible into or entitle the holder to subscribe for such shares.

                  References to the holder of shares or a shareholder are to be read accordingly.
                  (2) Subsection (1) is not to be read as requiring any securities to be treated —
                  (a) as shares of the same class as those into which they are convertible or for which the holder is entitled to subscribe, or
                  (b) as shares of the same class as other securities by reason only that the shares into which they are convertible or for which the holder is entitled to subscribe are of the same class.

                • 42. Debentures carrying voting rights

                  (1) For the purposes of this Chapter debentures issued by a company to which subsection (2) applies are treated as shares in the company if they carry voting rights.
                  (2) This subsection applies to a company that has voting shares, or debentures carrying voting rights, which are admitted to trading on a regulated market.
                  (3) In this Chapter, in relation to debentures treated as shares by virtue of subsection (1) —
                  (a) references to the holder of shares or a shareholder are to be read accordingly,
                  (b) references to shares being allotted are to be read as references to debentures being issued.

                • 43. Interpretation

                  (1) In this Chapter —

                  "the company" means a company formed or registered under the Companies Regulations 2015 whose shares are the subject of a takeover offer,

                  "date of the offer" means —
                  (a) where the offer is published, the date of publication,
                  (b) where the offer is not published, or where any notices of the offer are given before the date of publication, the date when notices of the offer (or the first such notices) are given,
                  and references to the date of the offer are to be read in accordance with section 26 where that applies,

                  "non-voting shares" means shares that are not voting shares,

                  "bidder" means (subject to section 39) the person making a takeover offer,

                  "voting rights" means rights to vote at general meetings of the company, including rights that arise only in certain circumstances, and

                  "voting shares" means shares carrying voting rights.
                  (2) For the purposes of this Chapter a person contracts unconditionally to acquire shares if his entitlement under the contract to acquire them is not (or is no longer) subject to conditions or if all conditions to which it was subject have been met.

                  A reference to a contract becoming unconditional is to be read accordingly.

        • Data Protection Regulations 2015

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          • DATA PROTECTION REGULATIONS 2015

            Regulations to make provision for the protection of personal data within the Abu Dhabi Global Market and for connected purposes.

            Date of Enactment: 4 October 2015

            The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations —

            • Part 1 General Rules on the Processing of Personal Data

              • 1. General requirements

                (1) Data Controllers shall ensure that Personal Data which they Process are —
                (a) Processed fairly, lawfully and securely;
                (b) Processed for specified, explicit and legitimate purposes in accordance with the Data Subject's rights and not further Processed in a way incompatible with those purposes or rights;
                (c) adequate, relevant and not excessive in relation to the purposes for which they are collected or further Processed;
                (d) accurate and, where necessary, kept up to date; and
                (e) kept in a form which permits identification of Data Subjects for no longer than is necessary for the purposes for which the Personal Data were collected or for which they are further Processed.
                (2) Every reasonable step shall be taken by Data Controllers to ensure that Personal Data which are inaccurate or incomplete, having regard to the purposes for which they were collected or for which they are further Processed, are erased or rectified.

              • 2. Requirements for legitimate Processing

                Personal Data may only be Processed if —

                (a) the Data Subject has given his written consent to the Processing of that Personal Data;
                (b) Processing is necessary for the performance of a contract to which the Data Subject is party or in order to take steps at the request of the Data Subject prior to entering into a contract;
                (c) Processing is necessary for compliance with any regulatory or legal obligation to which the Data Controller is subject;
                (d) Processing is necessary in order to protect the vital interests of the Data Subject;
                (e) Processing is necessary for the performance of a task carried out in the interests of the Abu Dhabi Global Market or in the exercise of the Board's, the Court's, the Registrar's or the Regulator's functions or powers vested in the Data Controller or in a Third Party to whom the Personal Data are disclosed; or
                (f) Processing is necessary for the purposes of the legitimate interests pursued by the Data Controller or by the Third Party to whom the Personal Data are disclosed, except where such interests are overridden by compelling legitimate interests of the Data Subject relating to the Data Subject's particular situation.

              • 3. Processing of Sensitive Personal Data

                (1) Sensitive Personal Data shall not be Processed unless —
                (a) the Data Subject has given an additional written consent to the Processing of this kind of Personal Data;
                (b) Processing is necessary for the purposes of carrying out the obligations and specific rights of the Data Controller;
                (c) Processing is necessary to protect the vital interests of the Data Subject or of another person where the Data Subject is physically or legally incapable of giving his consent;
                (d) Processing is carried out in the course of its legitimate activities with appropriate guarantees by a foundation, association or any other non-profit-seeking body on condition that the Processing relates solely to the members of the body or to persons who have regular contact with it in connection with its purposes and that the Personal Data are not disclosed to a Third Party without the consent of the Data Subjects;
                (e) the Processing relates to Personal Data which are manifestly made public by the Data Subject, or is necessary for the establishment, exercise or defence of legal claims;
                (f) Processing is necessary for compliance with any regulatory or legal obligation to which the Data Controller is subject;
                (g) Processing is necessary to uphold the legitimate interests of the Data Controller recognised in the international financial markets, provided the Processing is undertaken in accordance with applicable standards and except where such interests are overridden by compelling legitimate interests of the Data Subject relating to the Data Subject's particular situation;
                (h) Processing is necessary to comply with any regulatory, auditing, accounting, anti-money laundering or counter terrorist financing obligations that apply to a Data Controller or for the prevention or detection of any crime; or
                (i) Processing is required for the purposes of preventive medicine, medical diagnosis, the provision of care or treatment or the management of healthcare services, and where those Personal Data are Processed by a health professional subject under law or rules established by competent bodies to the obligation of confidence or by another person subject to an equivalent obligation.
                (2) Subsection (1) shall not apply if —
                (a) a permit has been obtained from the Registrar to Process Sensitive Personal Data; and
                (b) the Data Controller applies adequate safeguards with respect to the Processing of the Personal Data.

              • 4. Transfers out of the Abu Dhabi Global Market: adequate level of protection

                (1) Except as set out in section 5, a transfer of Personal Data to a Recipient located in a jurisdiction outside the Abu Dhabi Global Market may take place only if an adequate level of protection for those Personal Data are ensured by laws applicable to the Recipient.
                (2) The adequacy of the level of protection ensured by laws to which the Recipient is subject, as referred to in subsection (1), shall be assessed in the light of all the circumstances surrounding a Personal Data transfer operation or set of Personal Data transfer operations, including, but not limited to —
                (a) the nature of the Personal Data;
                (b) the purpose and duration of the proposed Processing operation or operations;
                (c) if the data do not emanate from the Abu Dhabi Global Market, the country of origin and country of final destination of the Personal Data; and
                (d) any relevant laws to which the Recipient is subject, including professional rules and security measures.
                (3) The jurisdictions which the Registrar has designated as providing an adequate level of protection for Personal Data for the purposes of subsection (1) are listed in Schedule 3 to these Regulations, and may be updated from time to time by a publication to such effect on the Registrar's website.

              • 5. Transfers out of the Abu Dhabi Global Market in the absence of an adequate level of protection

                A transfer or a set of transfers of Personal Data to a Recipient which is not subject to laws which ensure an adequate level of protection within the meaning of section 4(1) may take place on condition that —

                (a) the Registrar has granted a permit for the transfer or the set of transfers and the Data Controller applies adequate safeguards with respect to the protection of such Personal Data;
                (b) the Data Subject has given his written consent to the proposed transfer;
                (c) the transfer is necessary for the performance of a contract between the Data Subject and the Data Controller or the implementation of pre-contractual measures taken in response to the Data Subject's request;
                (d) the transfer is necessary for the conclusion or performance of a contract concluded in the interest of the Data Subject between the Data Controller and a Third Party;
                (e) the transfer is necessary for the establishment, exercise or defence of legal claims;
                (f) the transfer is necessary in order to protect the vital interests of the Data Subject;
                (g) the transfer is necessary in the interests of the Abu Dhabi Global Market;
                (h) the transfer is made at the request of a regulator, the police or other government agency;
                (i) the transfer is made from a register which according to law is intended to provide information to the public and which is open to consultation either by the public in general or by any person who can demonstrate legitimate interest, to the extent that the conditions laid down in law for consultation are fulfilled in the particular case;
                (j) the transfer is necessary for compliance with any regulatory or legal obligation to which the Data Controller is subject;
                (k) the transfer is necessary to uphold the legitimate interests of the Data Controller recognised in the international financial markets, provided that the transfer is carried out in accordance with applicable standards and except where such interests are overridden by legitimate interests of the Data Subject relating to the Data Subject's particular situation;
                (l) the transfer is necessary to comply with any regulatory, auditing, accounting, anti-money laundering or counter terrorist financing obligations that apply to a Data Controller which is established in the Abu Dhabi Global Market, or for the prevention or detection of any crime;
                (m) the transfer is made to a person established outside the Abu Dhabi Global Market who would be a Data Controller (if established in the Abu Dhabi Global Market) or who is a Data Processor, if, prior to the transfer, a legally binding agreement in the form set out in Schedule 1 or Schedule 2 respectively to these Regulations has been entered into between the transferor and Recipient; or
                (n) the transfer is made between one or more members of a Group of Companies in accordance with a global data protection compliance policy of that Group, under which all the members of such Group that are or will be transferring or receiving the Personal Data are bound to comply with all the provisions of these Regulations containing restrictions on the use of Personal Data and Sensitive Personal Data in the same way as if they would be if established in the Abu Dhabi Global Market.

              • 6. Providing information where Personal Data have been obtained from the Data Subject

                (1) Data Controllers shall provide a Data Subject whose Personal Data it collects from the Data Subject with at least the following information as soon as possible upon commencing to collect Personal Data in respect of that Data Subject —
                (a) the identity of the Data Controller;
                (b) the purposes of the Processing for which the Personal Data are intended; and
                (c) any further information in so far as such is necessary, having regard to the specific circumstances in which the Personal Data are collected, to guarantee fair Processing in respect of the Data Subject, such as —
                (i) the Recipients or categories of Recipients of the Personal Data;
                (ii) whether replies to questions are obligatory or voluntary, as well as the possible consequences of failure to reply;
                (iii) the existence of the right of access to and the right to rectify the Personal Data concerning him;
                (iv) whether the Personal Data will be used for direct marketing purposes; and
                (v) whether the Personal Data will be Processed on the basis of section 3(1)(g) or section 5(k).
                (2) A Data Controller need not provide that information otherwise required by subsection (1)(c)(i) to the Data Subject if the Data Controller reasonably expects that the Data Subject is already aware of that information.

              • 7. Providing information where Personal Data have not been obtained from the Data Subject

                (1) Where Personal Data have not been obtained from the Data Subject, a Data Controller or his representative shall at the time of undertaking the Processing of Personal Data or if a disclosure to a Third Party is envisaged, no later than the time when the Personal Data are first Processed or disclosed, provide the Data Subject with at least the following information —
                (a) the identity of the Data Controller;
                (b) the purposes of the Processing;
                (c) any further information in so far as such further information is necessary, having regard to the specific circumstances in which the Personal Data are Processed, to guarantee fair Processing in respect of the Data Subject, such as —
                (i) the categories of Personal Data concerned;
                (ii) the Recipients or categories of Recipients;
                (iii) the existence of the right of access to and the right to rectify the Personal Data concerning him;
                (iv) whether the Personal Data will be used for direct marketing purposes; and
                (v) whether the Personal Data will be Processed on the basis of section 3(1)(g) or section 5(k).
                (2) Subsection (1) shall not apply to require —
                (a) the Data Controller to provide information which the Data Controller reasonably expects the Data Subject to possess; or
                (b) the provision of such information if it is reasonably impracticable or would involve a disproportionate effort.

              • 8. Confidentiality

                Any person acting under a Data Controller or a Data Processor, including the Data Processor himself, who has access to Personal Data shall not Process them except on instructions from the Data Controller, unless he is required to do so by law.

              • 9. Security of Processing

                (1) The Data Controller shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful Processing and against accidental loss or destruction of, or damage to, such Personal Data.
                (2) Having regard to the cost of their implementation, such measures shall ensure a level of security appropriate to the risks represented by the Processing and the nature of the Personal Data to be protected.
                (3) The Data Controller shall, where Processing is carried out on its behalf, choose a Data Processor providing sufficient guarantees in respect of the technical security measures and organisational measures governing the Processing to be carried out, and shall ensure compliance with those measures.
                (4) In the event of an unauthorised intrusion (including any loss of devices containing Personal Data or unauthorised disclosures) whether physical, electronic or otherwise, to any Personal Data held by a Data Processor, the Data Processor shall inform the Data Controller of the incident as soon as reasonably practicable.
                (5) In the event of an unauthorised intrusion (including any loss of devices containing Personal Data or unauthorised disclosures) whether physical, electronic or otherwise, to any Personal Data, including by any of its Data Processors, the Data Controller shall inform the Registrar of the incident as soon as reasonably practicable.

            • Part 2 Rights of Data Subjects

              • 10. Right to access to and rectification, erasure or blocking of Personal Data

                A Data Subject has the right to require and obtain from the Data Controller upon request, at reasonable intervals and without excessive delay or expense —

                (a) confirmation in writing as to whether or not Personal Data relating to him are being Processed and information at least as to the purposes of the Processing, the categories of Personal Data concerned, and the Recipients or categories of Recipients to whom the Personal Data are disclosed;
                (b) communication to him in an intelligible form of the Personal Data undergoing Processing and of any available information as to their source; and
                (c) as appropriate, the rectification, erasure or blocking of Personal Data the Processing of which does not comply with the provisions of these Regulations.

              • 11. Right to object to Processing

                (1) A Data Subject has the right —
                (a) to object, at any time on reasonable grounds relating to his particular situation, to the Processing of Personal Data relating to him; and
                (b) to be informed before Personal Data are disclosed for the first time to Third Parties or used on their behalf for the purposes of direct marketing, and to be expressly offered the right to object to such disclosures or uses.
                (2) Where there is a justified objection, the Processing instigated by the Data Controller shall no longer include those Personal Data.

            • Part 3 Notifications to the Registrar

              • 12. Requirement to notify the Registrar

                (1) In order to be entitled to operate in such a capacity, a Data Controller must first be registered as a data controller with the Registrar. A data controller shall notify the Registrar of its intention to become a Data Controller in the required form. A Data Controller shall establish and maintain records of any Personal Data Processing operations or set of such operations intended to secure a single purpose or several related purposes.
                (2) The Registrar may by written notification prescribe —
                (a) the information in relation to Personal Data Processing operations that shall be recorded for the purposes of subsection (1);
                (b) the circumstances in which a Data Controller shall notify the Registrar of any operations referred to in subsection (1); and
                (c) the content of any such notification and any fees to be paid on such notification.
                (3) A Data Controller must also notify the Registrar of —
                (a) an intention to renew its annual registration as a Data Controller;
                (b) an intention to change any appointed Data Processor;
                (c) any change in the particulars of any appointed Data Processor; and
                (d) any change in its business contact details.
                (4) Natural persons acting in their capacity as staff for a Data Controller or Data Processor are not subject to any personal obligations to register or make notifications under these Regulations.

              • 13. Register of notifications

                The Registrar shall keep a register of Personal Data Processing operations and other information notified in accordance with section 12 available for inspection during normal business hours by any person.

            • Part 4 The Registrar

              • 14. General Powers of the Registrar

                (1) The Registrar has such functions and powers as may be conferred on it by or under these Regulations and any other enactment.
                (2) The Registrar shall administer these Regulations and enforce its provisions.
                (3) Without limiting the generality of subsection (1), such powers and functions of the Registrar include the powers and functions, so far as are reasonably practicable, to —
                (a) access Personal Data Processed by Data Controllers or Data Processors;
                (b) collect all the information necessary for the performance of its supervisory duties;
                (c) prescribe forms to be used for any of the purposes of these Regulations; and
                (d) issue warnings and make recommendations to Data Controllers.

              • 15. Production of information

                (1) The Registrar may require a Data Controller by written notice to —
                (a) give specified information; or
                (b) produce specified documents which relate to the Processing of Personal Data.
                (2) The Data Controller in respect of whom a requirement is made pursuant to subsection (1) shall comply with that requirement.

            • Part 5 The Board

              • 16. Power to make rules

                (1) The Board may make rules in respect of any matters related to the Processing of Personal Data.
                (2) In particular, the Board when exercising the power in subsection (1) may make rules in respect of —
                (a) forms, procedures and requirements under these Regulations (including any fees to be paid in connection with any application or notification in addition to those fees outlined in Schedule 4 to these Regulations);
                (b) the keeping of the register of notifications established under section 13; and
                (c) the conduct of the Registrar and its staff in relation to the exercise of powers and performance of functions under these Regulations.
                (3) Where the Board issues a standard or code of practice, the Board may incorporate such a standard or code into the rules by reference and in such circumstances, except to the extent that the rules otherwise provide, a person who is subject to the provisions of any such standard or code shall comply with such provisions as if they were provisions of the rules.
                (4) Where any rules made for the purpose of these Regulations purport to be made in exercise of a particular power or powers, they shall be taken also to be made in the exercise of all powers under which they may be made.

            • Part 6 Remedies, Liability and Sanctions

              • 17. Directions and compensation

                (1) If the Registrar is satisfied that a Data Controller, Data Processor or data controller established outside the Abu Dhabi Global Market has contravened or is contravening these Regulations or any rules made under these Regulations, the Registrar may issue a direction to the Data Controller requiring him to do either or both of the following:
                (a) to do or refrain from doing any act or thing within such time as may be specified in the direction; or
                (b) to refrain from Processing any Personal Data specified in the direction or to refrain from Processing Personal Data for a purpose or in a manner specified in the direction.
                (2) A direction issued under subsection (1) shall contain —
                (a) a statement of the contravention of these Regulations or rules which the Registrar is satisfied is being or has been committed; and
                (b) a statement to the effect that the Data Controller may seek a review by the Court of the decision of the Registrar to issue the direction.
                (3) A Data Controller, who fails, without reasonable excuse, to comply with any direction issued by the Registrar under this section shall be liable to a fine of up to USD 15,000.
                (4) A Data Controller, who receives a direction under this section may seek a review by the Court of the decision of the Registrar to issue the direction.
                (5) A direction issued under subsection (1) is enforceable, on the application of the Registrar or any person authorised in writing by the Registrar, by injunction.
                (6) Any person who suffers damage by reason of any contravention by a Data Controller, Data Processor or data controller established outside the Abu Dhabi Global Market of any of the requirements of these Regulations or any rules made under these Regulations is entitled to compensation from the Data Controller, Data Processor or data controller for that damage.
                (7) In proceedings brought against a person by virtue of subsection (6), it is a defence to prove that he had taken such care as in all the circumstances was reasonably required to comply with the requirement concerned.

              • 18. Lodging claims and mediation

                (1) A person who believes on reasonable grounds that he has been adversely affected by a contravention of these Regulations or any rules made under these Regulations in respect of the Processing of their Personal Data and as regards the exercise of their rights under sections 10 and 11 may lodge a claim with the Registrar.
                (2) Without prejudice to any of its powers under these Regulations, the Registrar may mediate between the affected Data Subject referred to in subsection (1) and the relevant Data Controller and may refer the dispute to the Court where it deems necessary.

            • Part 7 General Exemptions

              • 19. General exemptions

                (1) The Board may make rules exempting Data Controllers from compliance with these Regulations or any parts of these Regulations.
                (2) Without prejudice to subsection (1) above, section 12 shall not apply to the Board, the Court, the Regulator or the Registrar, except that the Registrar is still required to maintain records per section 12(1) and where necessary, prescribe written notifications per section 12(2).
                (3) Without prejudice to subsection (1) above, sections 4, 5, 6, 7, 10, 11 and 17 shall not apply to the Board, the Court, the Regulator or the Registrar if the application of these sections would be likely to prejudice the proper discharge by those entities of their powers or functions in so far as such powers or functions are designed for protecting members of the public against —
                (a) financial loss due to dishonesty, malpractice or other seriously improper conduct by, or the unfitness or incompetence of, persons carrying on any Controlled Activities; or
                (b) dishonesty, malpractice or other seriously improper conduct by, or the unfitness or incompetence of, persons carrying on Regulated Activities.

              • 20. Interpretation

                In these Regulations, unless the context indicates otherwise, the defined terms listed below shall have the following meanings —

                "Company" has the meaning given to that term in the Financial Services and Markets Regulations 2015;

                "Controlled Activities" means controlled activities as defined in the Commercial Licensing Regulations 2015.

                "Court" means the Court of First Instance;

                "Data Controller" means any person in the Abu Dhabi Global Market (excluding a natural person acting in his capacity as a staff member) who alone or jointly with others determines the purposes and means of the Processing of Personal Data;

                "Data Processor" means any person (excluding a natural person acting in his capacity as as a staff member) who Processes Personal Data on behalf of a Data Controller;

                "Data Subject" shall mean the natural person to whom Personal Data relate;

                "Group" has the meaning given to that term in the Financial Services and Markets Regulations 2015;

                "Identifiable Natural Person" means a natural person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;

                "Personal Data" means any information relating to an identified natural person or Identifiable Natural Person;

                "Processing" means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction, and "Processed", "Processes" and "Process" shall be construed accordingly;

                "Recipient" means any person to whom Personal Data are disclosed, whether a Third Party or not, but does not include any person to whom disclosure is or may be made as a result of, or with a view to, a particular inquiry by or on behalf of that person made in the exercise of any power conferred by law;

                "Regulated Activities" has the meaning given to it in the Financial Services and Markets Regulations 2015;

                "Sensitive Personal Data" means Personal Data revealing or concerning (directly or indirectly) racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership and health or sex life;

                "Staff" include past, existing or prospective employees, directors, partners, trustees, officers, office holders, temporary or casual workers, agents and volunteers; and

                "Third Party" means any person other than the Data Subject, the Data Controller, the Data Processor and the persons who, under the direct control of the Data Controller or the Data Processor, are authorised to Process the Personal Data.

              • 21. Short title, extent and commencement

                (1) These Regulations may be cited as the Data Protection Regulations 2015.
                (2) These Regulations shall apply in the Abu Dhabi Global Market.
                (3) These Regulations shall come into force on the date of their publication. The Board may by rules make any transitional, transitory, consequential, saving, incidental or supplementary provision in relation to the commencement of these Regulations as the Board thinks fit.
                (4) Rules made under subsection (3) may amend any provision of any other enactment (including subordinate legislation made under such enactment).

            • SCHEDULE 1 DATA TRANSFER AGREEMENT (Data Controller to Data Controller transfers)

              For the purposes of section 5 of the Data Protection Regulations 2015 (the "Regulations") for the transfer of Personal Data to data controllers established in jurisdictions outside the Abu Dhabi Global Market which do not ensure an adequate level of data protection ("Non-Abu Dhabi Global Market Data Controllers")

              between

              ..................................................... (name)

              ..................................................... (address)

              hereinafter, the "Data Exporter"

              and

              ....................................................... (name)

              ....................................................... (address and jurisdiction of establishment)

              hereinafter, the "Data Importer"

              each a "Party"; together "the Parties",

              The Parties agree as follows with respect to the transfer by the Data Exporter to the Data Importer of the Personal Data specified in Annex B.

              • 1. Definitions and interpretation

                For the purposes of the Clauses:

                (a) "Personal Data", "Sensitive Personal Data", "Processing", "Data Controller", "Data Processor", "Data Subject", "Third Party" and "Court" shall have the same meaning as in the Regulations;
                (b) "Automated Decision" shall mean a decision by the Data Exporter or the Data Importer which produces legal effects concerning a Data Subject or significantly affects a Data Subject and which is based solely on automated Processing of Personal Data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc.;
                (c) "Clauses" shall mean the contractual clauses set out in this agreement, which constitute a free-standing agreement that does not incorporate commercial business terms established by the Parties under separate commercial arrangements, or rely or depend upon the same for its validity;
                (d) "Data Exporter" shall mean the Data Controller who transfers the Personal Data;
                (e) "Data Importer" shall mean the Non-Abu Dhabi Global Market Data Controller who agrees to receive from the Data Exporter Personal Data for further Processing in accordance with the terms of these Clauses and who is not subject to a system outside the jurisdiction of the Abu Dhabi Global Market ensuring adequate protection within the meaning of section 4 of the Regulations;
                (f) "Third Parties Act" shall mean the Contracts (Rights of Third Parties Act) 1999 as applied in the Abu Dhabi Global Market by virtue of the Application of English Law Regulations 2015.

                The details of the transfer (as well as the Personal Data covered) are specified in Annex B, which forms an integral part of the Clauses.

              • 2. Obligations of the Data Exporter

                The Data Exporter warrants and undertakes that —

                (a) the Personal Data have been collected, Processed and transferred in accordance with the Regulations;
                (b) it has used reasonable efforts to determine that the Data Importer is able to satisfy its legal obligations under these Clauses;
                (c) it will provide the Data Importer, when so requested, with copies of the Regulations or references to them (where relevant, and not including legal advice);
                (d) if the transfer involves Sensitive Personal Data the Data Exporter is in compliance with section 3 of the Regulations in respect of the transfer to the Data Importer; and
                (e) it will respond to enquiries from Data Subjects and the Registrar concerning Processing of the Personal Data by the Data Importer, unless the Parties have agreed that the Data Importer will so respond, in which case the Data Exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the Data Importer is unwilling or unable to respond. Such responses will be made within a reasonable time.

              • 3. Obligations of the Data Importer

                (1) The Data Importer warrants and undertakes that —
                (a) it will have in place appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss or destruction or damage, and which provide a level of security appropriate to the risk represented by the Processing and the nature of the data to be protected;
                (b) it will have in place procedures so that any Third Party it authorises to have access to the Personal Data, including Data Processors, will respect and maintain the confidentiality and security of the Personal Data. Any person acting under the authority of the Data Importer, including a Data Processor, shall be obligated to Process the Personal Data only on instructions from the Data Importer. This provision does not apply to persons authorised or required by the Regulations to have access to the Personal Data;
                (c) it has no reason to believe in the existence of any non-Abu Dhabi Global Market laws that would have a substantial adverse effect on the enforceability of these Clauses, and it will promptly inform the Data Exporter (which will pass such notification on to the Registrar where required) if it becomes aware of any such laws or any changes in such laws which have such a substantial adverse effect;
                (d) it will Process the Personal Data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these Clauses;
                (e) it will identify to the Data Exporter a contact point within its organisation authorised to respond to enquiries concerning Processing of the Personal Data, and will cooperate in good faith with the Data Exporter, the Data Subject and the Registrar concerning all such enquiries within a reasonable time;
                (f) at the request of the Data Exporter, it will provide the Data Exporter with evidence of financial resources sufficient to fulfil its responsibilities under Clause 4 (which may include insurance coverage);
                (g) upon reasonable request of the Data Exporter, it will submit its data Processing facilities, data files and documentation needed for Processing to reviewing, auditing and/or certifying by the Data Exporter (or any independent or impartial inspection agents or auditors, selected by the Data Exporter and not reasonably objected to by the Data Importer) to ascertain compliance with the warranties and undertakings in these Clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the Data Importer, which the Data Importer will attempt to obtain in a timely fashion;
                (h) it will Process the Personal Data, at its option, in accordance with —
                (i) the Regulations, or
                (ii) the data Processing principles set forth in Annex A,

                Data Importer to indicate which option it selects: ...................

                Initials of Data Importer: ...................................; and
                (i) it will promptly notify the Data Exporter about —
                (i) any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under the criminal law of any jurisdiction outside the Abu Dhabi Global Market to preserve the confidentiality of a law enforcement investigation;
                (ii) any accidental or unauthorised access; and
                (iii) any request received directly from the Data Subjects without responding to that request, unless it has been otherwise authorised to do so.
                (2) The Data Importer warrants and undertakes that it will not disclose or transfer the Personal Data to a third party data controller located outside the Abu Dhabi Global Market unless it notifies the Data Exporter about the transfer and —
                (i) the third party data controller processes the Personal Data in accordance with a Registrar decision finding that a jurisdiction outside the Abu Dhabi Global Market provides adequate protection;
                (ii) the third party data controller becomes a signatory to these Clauses or another data transfer agreement approved by the Registrar;
                (iii) Data Subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the jurisdictions to which data is exported may have different data protection standards; or
                (iv) with regard to onward transfers of Sensitive Personal Data, Data Subjects have given their consent to the onward transfer.

              • 4. Third Party rights

                (1) Unless expressly provided to the contrary in these Clauses, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any provision of these Clauses.
                (2) Notwithstanding any provision of these Clauses, the consent of any person who is not a Party is not required to rescind or vary these Clauses at any time.
                (3) Any Data Subject may rely on and enforce any provision of these Clauses which expressly confers rights on it against the Data Importer or Data Exporter.
                (4) The Parties do not object to a Data Subject being represented by an association or other body if the Data Subject so expressly wishes and if permitted by relevant national law.

              • 5. Liability

                (5) Each Party shall be liable to the other Parties for damages it causes by any breach of these Clauses. Liability as between the Parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a Party for its outrageous conduct) are specifically excluded.
                (6) Each Party shall be liable to Data Subjects for damages it causes by any breach of Third Party rights under these Clauses. This does not affect the liability of the Data Exporter under the Regulations.
                (7) In cases involving allegations of breach by the Data Importer, the Data Subject must first request the Data Exporter to take appropriate action to enforce his rights against the Data Importer; if the Data Exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the Data Subject may then enforce his rights against the Data Importer directly. A Data Subject is entitled to proceed directly against a Data Exporter that has failed to use reasonable efforts to determine that the Data Importer is able to satisfy its legal obligations under these Clauses (the Data Exporter shall have the burden to prove that it took reasonable efforts).

              • 6. Law applicable to the Clauses

                These clauses shall be governed by the law of the Abu Dhabi Global Market.

              • 7. Resolution of disputes with Data Subjects or the Registrar

                (1) In the event of a dispute or claim brought by a Data Subject or the Registrar concerning the Processing of the Personal Data against either or both of the Parties, the Parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
                (2) The Parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by the Registrar. If they do participate in the proceedings, the Parties may elect to do so remotely (such as by telephone or other electronic means). The Parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
                (3) Each Party shall abide by a decision of the Court.
                (4) The Parties agree that the Registrar has the right to exercise its functions and powers outlined in section 14 of the Regulations in respect of the Data Importer, in the same scope and subject to the same conditions as would apply the to Data Exporter under the Regulations.

              • 8. Termination

                (1) In the event that the Data Importer is in breach of its obligations under these Clauses, then the Data Exporter may temporarily suspend the transfer of Personal Data to the Data Importer until the breach is repaired or the contract is terminated.
                (2) In the event that —
                (a) the transfer of Personal Data to the Data Importer has been temporarily suspended by the Data Exporter for longer than one month pursuant to sub-clause (1);
                (b) compliance by the Data Importer with these Clauses would put it in breach of its legal or regulatory obligations in the jurisdiction of import;
                (c) the Data Importer is in substantial or persistent breach of any warranties or undertakings given by it under these Clauses;
                (d) a final decision of the Court or a decision of the Registrar rules that there has been a breach of the Clauses by the Data Importer or the Data Exporter; or
                (e) a petition is presented for the administration or winding-up of the Data Importer, which is not dismissed within the applicable period for such dismissal under the Insolvency Regulations 2015, a winding-up order is made, a receiver is appointed over any of its assets, a trustee in bankruptcy is appointed, a company voluntary arranagement is commenced by it, or any equivalent event in any jurisdiction occurs,
                then the Data Exporter, without prejudice to any other rights which it may have against the Data Importer, shall be entitled to terminate these Clauses, in which case the Registrar shall be informed where required. In cases covered by (a), (b), or (d) above, the Data Importer may also terminate these Clauses.
                (3) Either Party may terminate these Clauses if either (i) the Registrar makes a designation under section 4 of the Regulations in relation to each jurisdiction in which the Data Importer is incorporated or operates or uses the Personal Data; or (ii) each such jurisdiction not so designated is added to the list in Schedule 3 to the Regulations.
                (4) The Parties agree that the termination of these Clauses at any time, in any circumstances and for whatever reason (except for termination under sub-clause (3)) does not exempt them from the obligations and/or conditions under the Clauses as regards the Processing of the Personal Data transferred.

              • 9. Variation of these Clauses

                The Parties may not modify these Clauses except to update any information in Annex B. This does not preclude the Parties from adding additional commercial clauses where required as long as they do not contradict the Clauses.

              • 10. Description of the Transfer

                The details of the transfer and of the Personal Data are specified in Annex B. The Parties agree that Annex B may contain confidential business information which they will not disclose to Third Parties, except as required by the Regulations or in response to a competent regulatory or government agency. The Parties may execute additional annexes to cover additional transfers, which will be submitted to the Registrar where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

                Dated:

                On behalf of the Data Exporter:

                Name (in full):

                Position:

                Address:

                Signature...............................

                [stamp of organisation]

                On behalf of the Data Importer:

                Name (in full):

                Position:

                Address:

                Signature...............................

                [stamp of organisation]

              • ANNEX A DATA PROCESSING PRINCIPLES

                1. Purpose limitation: Personal Data may be Processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the Data Subject.
                2. Data quality and proportionality: Personal Data must be accurate and, where necessary, kept up to date. The Personal Data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further Processed.
                3. Transparency: Data Subjects must be provided with information necessary to ensure fair Processing (such as information about the purposes of Processing and about the transfer), unless such information has already been given by the Data Exporter.
                4. Security and confidentiality: Technical and organisational security measures must be taken by the Data Controller that are appropriate to the risks, such as against unlawful or unauthorised Processing of Personal Data and against accidental loss or destruction of, or damage to, such Personal Data. Any person acting under the authority of the Data Controller, including a Data Processor, must provide sufficient guarantees that such technical measures shall be complied with.
                5. Rights of access, rectification, erasure or blocking: Data Subjects have the right to be provided with written confirmation as to whether Personal Data relating to them are being Processed, provided that such requests are made at reasonable intervals. Data Subjects must also be able to have their Personal Data rectified, erased or blocked, as appropriate, where it is Processed against the requirements of the Regulations. A Data Subject must also be able to object to the Processing of the Personal Data relating to him if there are reasonable grounds for such an objection, and such grounds relate to his particular situation.
                6. Sensitive Personal Data: The Data Importer shall take such additional measures (e.g. relating to security) as are necessary to protect Sensitive Personal Data in accordance with its obligations under Clause 3 or the Data Exporter's obligations under the Regulations.
                7. Data used for marketing purposes: Where data are Processed for the purposes of direct marketing, effective procedures should exist allowing the Data Subject at any time to object to having his data used for such purposes.
                8. Automated Decisions: The Data Importer shall not make any Automated Decisions concerning Data Subjects, except when —
                (a)
                (i) such decisions are made by the Data Importer in entering into or performing a contract with the Data Subject; and
                (ii) the Data Subject is given an opportunity to discuss the results of a relevant Automated Decision with a representative of the parties making such decision or otherwise to make representations to those parties; or
                (b) where otherwise provided by the Regulations.

              • ANNEX B DESCRIPTION OF THE TRANSFER

                This Annex forms part of the Clauses and must be completed and signed by the Parties.

                Data Subjects
                The Personal Data transferred concern the following categories of Data Subjects:
                ................................................................................................................................................................................. ................................................................................................................................................................................. ......................................................................................................

                Purposes of the transfer(s)
                The transfer is made for the following purposes:
                ................................................................................................................................................................................. ................................................................................................................................................................................. ......................................................................................................

                Categories of data
                The Personal Data transferred concern the following categories of data:
                ................................................................................................................................................................................. ................................................................................................................................................................................. ......................................................................................................

                Recipients
                The Personal Data transferred may be disclosed only to the following recipients or categories of recipients:
                ................................................................................................................................................................................. ................................................................................................................................................................................. ......................................................................................................

                Sensitive Personal Data (if appropriate)
                The Personal Data transferred concern the following categories of Sensitive Personal Data:
                ................................................................................................................................................................................. ................................................................................................................................................................................. ......................................................................................................

                Additional useful information (storage limits and other relevant information)
                ................................................................................................................................................................................. ................................................................................................................................................................................. ......................................................................................................

                Contact points for data protection enquiries:

                Data Importer Data Exporter
                .............................
                ..............................
                .............................
                ...........................

                ILLUSTRATIVE COMMERCIAL CLAUSES (OPTIONAL)

                Indemnification between the Data Exporter and Data Importer:

                "The Parties will indemnify each other and hold each other harmless from any cost, charge, damages, expense or loss which they cause each other as a result of their breach of any of the provisions of these Clauses. Indemnification hereunder is contingent upon (a) the Party(ies) to be indemnified (the "Indemnified Party(ies)") promptly notifying the other Party(ies) (the "Indemnifying Party(ies)") of a claim; (b) the Indemnifying Party(ies) having sole control of the defence and settlement of any such claim; and (c) the Indemnified Party(ies) providing reasonable cooperation and assistance to the Indemnifying Party(ies) in defence of such claim.".

                Allocation of costs:

                "Each Party shall perform its obligations under these Clauses at its own cost."

                Extra termination clause:

                "In the event of termination of these Clauses, the Data Importer must return all Personal Data and all copies of the Personal Data subject to these Clauses to the Data Exporter forthwith or, at the Data Exporter's choice, will destroy all copies of the same and certify to the Data Exporter that it has done so, unless the Data Importer is prevented by its national law or local regulator from destroying or returning all or part of such data, in which event the data will be kept confidential and will not be actively Processed for any purpose. The Data Importer agrees that, if so requested by the Data Exporter, it will allow the Data Exporter, or an inspection agent selected by the Data Exporter and not reasonably objected to by the Data Importer, access to its establishment to verify that this has been done, with reasonable notice and during business hours."

            • SCHEDULE 2 DATA TRANSFER AGREEMENT (Data Controller to Data Processor transfers)

              For the purposes of section 5 of the Data Protection Regulations 2015 (the "Regulations") for the transfer of Personal Data to Data Processors established in jurisdictions outside the Abu Dhabi Global Market which do not ensure an adequate level of data protection

              between

              ................................................... (name)

              ................................................... (address)

              hereinafter, the "Data Exporter"

              and

              .................................................... (name)

              .................................................... (address)

              hereinafter, the "Data Importer"

              each a "Party"; together "the Parties",

              The Parties agree as follows with respect to the transfer by the Data Exporter to the Data Importer of the Personal Data specified in Annex A.

              • 1. Definitions and interpretation

                For the purposes of the Clauses —

                (a) "Personal Data", "Processing", "Data Controller", "Data Processor", "Data Subject", "Third Party" and "Court" shall have the same meaning as in the Regulations;
                (b) "Clauses" shall mean the contractual clauses set out in this agreement which constitute a free-standing agreement that does not incorporate commercial business terms established by the Parties under separate commercial arrangements, or rely or depend upon the same for its validity;
                (c) "Data Exporter" means the Data Controller who transfers the Personal Data;
                (d) "Data Importer" means the data processor who agrees to receive from the Data Exporter Personal Data intended for Processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a legal system in a jurisdiction outside the Abu Dhabi Global Market ensuring adequate protection within the meaning of section 4 of the Regulations;
                (e) "Subprocessor" means any Data Processor engaged by the Data Importer or by any other subprocessor of the Data Importer who agrees to receive from the Data Importer or from any other subprocessor of the Data Importer Personal Data exclusively intended for Processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
                (f) "Third Parties Act" shall mean the Contracts (Rights of Third Parties Act) 1999 as applied in the Abu Dhabi Global Market by virtue of the Application of English Law Regulations 2015.

              • 2. Details of the transfer

                The details of the transfer and in particular the categories of Personal Data subject to the transfer are specified in Annex A which forms an integral part of the Clauses.

              • 3. Third Party rights

                (1) Unless expressly provided to the contrary in these Clauses, a person who is not a Party has no right under the Third Parties Act to enforce or enjoy the benefit of any provision of these Clauses.
                (2) Notwithstanding any provision of these Clauses, the consent of any person who is not a Party is not required to rescind or vary these Clauses at any time.
                (3) Any Data Subject may rely on and enforce any provision of these Clauses which expressly confers rights on it against any of the Parties or a Subprocessor.
                (4) The Parties do not object to a Data Subject being represented by an association or other body if the Data Subject so expressly wishes and if permitted by relevant national law.

              • 4. Obligations of the Data Exporter

                The Data Exporter agrees and warrants —

                (a) that the Processing, including the transfer itself, of the Personal Data has been and will continue to be carried out in accordance with the relevant provisions of the Regulations (and, where applicable, has been notified to the Registrar) and does not violate those Regulations;
                (b) that it has instructed, and throughout the duration of the Personal Data Processing services will instruct, the Data Importer to Process the Personal Data transferred only on the Data Exporter's behalf and in accordance with the Regulations and the Clauses;
                (c) that the Data Importer will provide sufficient guarantees in respect of the technical and organisational measures specified in Annex B to these Clauses;
                (d) that after assessment of the requirements of the Regulations, the security measures are appropriate to protect Personal Data against unauthorised or unlawful Processing and against accidental loss or destruction or damage, particularly where the Processing involves the transmission of data over a network, and against all other unlawful forms of Processing, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
                (e) that it will ensure compliance with the security measures specified in paragraph (d);
                (f) that, if the transfer involves Sensitive Personal Data, the Data Exporter is in compliance with section 3 of the Regulations in respect of the transfer to the Data Importer;
                (g) that, in the event of subprocessing, the Processing activity is carried out in accordance with Clause 11 by a Subprocessor providing at least the same level of protection for the Personal Data and the rights of the Data Subject as the Data Importer under the Clauses; and
                (h) that it will ensure compliance with Clause 4(a) to (g).

              • 5. Obligations of the Data Importer

                The Data Importer agrees and warrants —

                (a) to Process the Personal Data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reason, it agrees to inform the Data Exporter promptly of its inability to comply, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the Clauses;
                (b) that it has no reason to believe in the existence of any non-Abu Dhabi Global Market laws that would have a substantial adverse effect on the enforceability of these Clauses, and it will promptly inform the Data Exporter (which will pass such notification on to the Registrar where required) if it becomes aware of any such laws or any changes in such laws which have such a substantial adverse effect;
                (c) that it has implemented the technical and organisational measures specified in Annex B before Processing the Personal Data transferred;
                (d) that it will promptly notify the Data Exporter about —
                (i) any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under the criminal law of any jurisdiction outside the Abu Dhabi Global Market to preserve the confidentiality of a law enforcement investigation;
                (ii) any accidental or unauthorised access; and
                (iii) any request received directly from the Data Subjects without responding to that request, unless it has been otherwise authorised to do so;
                (e) to deal promptly and properly with all inquiries from the Data Exporter relating to its Processing of the Personal Data subject to the transfer and to abide by the advice of the Registrar with regard to the Processing of the data transferred;
                (f) at the request of the Data Exporter to submit its data Processing facilities for audit of the Processing activities covered by the Clauses which shall be carried out by the Data Exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the Data Exporter, where applicable, in agreement with the Registrar;
                (g) to make available to the Data Subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may redact such commercial information, with the exception of Annex B which shall minimally be replaced by a summary description of the security measures in those cases where the Data Subject is unable to obtain a copy from the Data Exporter;
                (h) that, in the event of subprocessing, it has previously informed the Data Exporter and obtained its prior written consent;
                (i) that the Processing services by the Subprocessor will be carried out in accordance with Clause 11; and
                (j) to send promptly a copy of any Subprocessor agreement it concludes under the Clauses to the Data Exporter.

              • 6. Liability and termination

                (1) The Parties agree that any Data Subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any Party or Subprocessor is entitled to receive compensation from the Data Exporter for the damage suffered.
                (2)
                (a) If a Data Subject is not able to bring a claim for compensation in accordance with sub-clause (1) against the Data Exporter, arising out of a breach by the Data Importer or his Subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the Data Exporter has factually disappeared or ceased to exist in law or has become insolvent, the Data Importer agrees that the Data Subject may issue a claim against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, in which case the Data Subject can enforce its rights against such entity.
                (b) The Data Importer may not rely on a breach by a Subprocessor of its obligations in order to avoid its own liabilities.
                (3) If a Data Subject is not able to bring a claim against the Data Exporter or the Data Importer referred to in sub-clauses (1) and (2), arising out of a breach by the Subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, the Subprocessor agrees that the Data Subject may issue a claim against the data Subprocessor with regard to its own Processing operations under the Clauses as if it were the Data Exporter or the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law, in which case the Data Subject can enforce its rights against such entity. The liability of the Subprocessor shall be limited to its own Processing operations under the Clauses.
                (4) In addition to the Data Exporter's entitlement to terminate the Clauses in accordance with Clause 5(a), either Party may terminate these Clauses if: (i) the Registrar makes a designation under section 4 of the Regulations which remains in force, in relation to each jurisdiction in which the Data Importer and each of its Subprocessors is incorporated or operates or uses the Personal Data; or (ii) each such jurisdiction not so designated is added to the list in Schedule 3 to the Regulations.
                (5) The Parties agree that the termination of these Clauses at any time, in any circumstances and for whatever reason (except for termination under sub-clause (4)) does not exempt them from the obligations and/or conditions under the Clauses as regards the Processing of the Personal Data transferred.

              • 7. Mediation and jurisdiction

                (1) The Data Importer agrees that if the Data Subject invokes against it Third Party beneficiary rights and/or claims of compensation for damages under the Clauses, the Data Importer will accept the decision of the Data Subject —
                (a) to refer the dispute to mediation, by an independent person or, where applicable, by the Registrar; and
                (b) to refer the dispute to the Court.
                (2) The Parties agree that the choice made by the Data Subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

              • 8. Cooperation with the Registrar

                (1) The Data Exporter shall be entitled to deposit a copy of these Clauses with the Registrar if the Registrar so requests or if such deposit is required under the Regulations.
                (2) The Parties agree that the Registrar has the right to exercise its functions and powers outlined in section 14 of the Regulations in respect of the Data Importer and any Subprocessor, in the same scope and subject to the same conditions as would apply to a Data Processor of the Data Exporter under the Regulations.

              • 9. Governing Law

                The Clauses shall be governed by the law of the Abu Dhabi Global Market.

              • 10. Variation of the clauses

                The Parties undertake not to vary or modify the Clauses except to update any information in Annex A. This does not preclude the Parties from adding clauses on business related issues where required, as long as they do not contradict the Clauses.

              • 11. Subprocessing

                (1) The Data Importer shall not subcontract any of its Processing operations performed on behalf of the Data Exporter under the Clauses without the prior written consent of the Data Exporter. Where the Data Importer subcontracts its obligations under the Clauses with the consent of the Data Exporter, it shall do so only by way of a written agreement with the Subprocessor which imposes the same obligations on the Subprocessor as are imposed on the Data Importer under the Clauses. This may be satisfied by the Subprocessor executing and becoming bound contractually by the Clauses as entered into between the Data Exporter and the Data Importer. Where the Subprocessor fails to fulfil its data protection obligations under such written agreement, the Data Importer shall remain fully liable to the Data Exporter for the performance of the Subprocessor's obligations under such agreement.
                (2) The prior written contract between the Data Importer and the Subprocessor shall also provide for a Third Party beneficiary clause as laid down in Clause 3 for cases where the Data Subject is not able to bring the claim for compensation referred to in Clause 6(1) against the Data Exporter or the Data Importer because they have factually disappeared or have ceased to exist in law or have become insolvent, and no successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law. Such third party liability of the Subprocessor shall be limited to its own Processing operations under the Clauses.
                (3) The provisions relating to data protection aspects for subprocessing of the contract referred to in sub-clause (1) shall be governed by the law of the Abu Dhabi Global Market.
                (4) The Data Exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the Data Importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be made available to the Registrar.

              • 12. Obligation after the termination of Personal Data Processing services

                (1) The Parties agree that on the termination of the provision of data Processing services, the Data Importer and the Subprocessor shall, at the choice of the Data Exporter, return all the Personal Data transferred and the copies thereof to the Data Exporter or shall destroy all the Personal Data and certify to the Data Exporter that it has done so, unless legislation imposed upon the Data Importer prevents it from returning or destroying all or part of the Personal Data transferred. In that case, the Data Importer warrants that it will guarantee the confidentiality of the Personal Data transferred and will not actively process the Personal Data transferred any further.
                (2) The Data Importer and the Subprocessor warrant that upon request of the Data Exporter and/or of the Registrar, it will submit its data Processing facilities for an audit of the measures referred to in sub-clause (1).

                Dated:

                On behalf of the Data Exporter:

                Name (in full):

                Position:

                Address:

                Signature...........................

                [stamp of organisation]

                On behalf of the Data Importer:

                Name (in full):

                Position:

                Address:

                Signature.........................

                [stamp of organisation]

              • ANNEX A

                This Annex forms part of the Clauses and must be completed and signed by the Parties.

                The Registrar may complete or specify any additional necessary information to be contained in this Appendix.

                Data Exporter
                The Data Exporter is (please specify briefly your activities relevant to the transfer):
                .................................................................................................................................................................................
                ..............................................................

                Data Importer
                The Data Importer is (please specify briefly activities relevant to the transfer):
                .................................................................................................................................................................................
                ..............................................................

                Data Subjects
                The Personal Data transferred concern the following categories of Data Subjects (please specify):
                .................................................................................................................................................................................
                ..............................................................

                Categories of data
                The Personal Data transferred concern the following categories of data (please specify):
                .................................................................................................................................................................................
                ..............................................................

                Sensitive Personal Data (if appropriate)
                The Personal Data transferred concern the following sensitive Personal Data (please specify):
                .................................................................................................................................................................................
                ..............................................................

                Processing operations
                The Personal Data transferred will be subject to the following basic Processing activities (please specify):
                .................................................................................................................................................................................
                ..............................................................

                DATA EXPORTER

                Name:...................

                Authorised Signature ...................

                DATA IMPORTER

                Name:....................

                Authorised Signature .................

              • ANNEX B

                This Annex forms part of the Clauses and must be completed and signed by the Parties.

                Description of the technical and organisational measures to protect Personal Data against unauthorised or unlawful Processing, and against accidental loss or destruction of, or damage to, Personal Data, implemented by the Data Importer in accordance with Clauses 4(d) and 5(c):

                ......................................................................................................................................................
                .........................................................................................................................................................
                ...................................................

                ILLUSTRATIVE INDEMNIFICATION CLAUSE (OPTIONAL)

                Liability:

                The Parties agree that if one Party is held liable for a violation of the Clauses committed by the other Party, the latter will, to the extent to which it is liable, indemnify the first Party for any cost, charge, damages, expenses or loss it has incurred.

                Indemnification is contingent upon —

                (a) the Data Exporter promptly notifying the Data Importer of a claim; and
                (b) the Data Importer being given the possibility to cooperate with the Data Exporter in the defence and settlement of the claim.

            • SCHEDULE 3 JURISDICTIONS WITH AN ADEQUATE LEVEL OF PROTECTION

              The following jurisdictions have been designated by the Registrar as providing an adequate level of protection in accordance with section 4 —

              (1) Argentina
              (2) Austria
              (3) Belgium
              (4) Bulgaria
              (5) Canada
              (6) Cyprus
              (7) Czech Republic
              (8) Denmark
              (9) Estonia
              (10) Finland
              (11) France
              (12) Germany
              (13) Greece
              (14) Guernsey
              (15) Hungary
              (16) Jersey
              (17) Iceland
              (18) Ireland
              (19) Isle of Man
              (20) Italy
              (21) Latvia
              (22) Liechtenstein
              (23) Lithuania
              (24) Luxembourg
              (25) Malta
              (26) Netherlands
              (27) New Zealand
              (28) Norway
              (29) Poland
              (30) Portugal
              (31) Romania
              (32) Slovakia
              (33) Slovenia
              (34) Spain
              (35) Sweden
              (36) Switzerland
              (37) United Kingdom
              (38) Uruguay
              (39) United States of America, subject to compliance with the terms of the applicable US-EU or US-Switzerland Safe Harbours

            • SCHEDULE 4 FEES

              The following fees are payable by a Data Controller or Data Processor in respect of the applications and notifications made in accordance with the Regulations —

              Application or notification Fee payable (USD)
              Application for initial registration as a Data Controller or Data Processor 300
              Annual renewal of registration as a Data Controller or Data Processor 100
              Application to obtain a permit to transfer Personal Data or Sensitive Personal Data 100
              Notification of amendment to the particulars of an appointed Data Controller or Data Processor 0
              Notification of new appointment or removal of an appointed Data Controller or Data Processor 0
              Notification of a change in the contact details of a Data Controller or Data Processor 0

        • Companies (Amendment) Regulations 2015

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          • COMPANIES (AMENDMENT) REGULATIONS 2015

            Regulations to amend the Companies Regulations 2015.

            Date of Enactment: 4 October 2015

            The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations —

            • 1. Amendments to the Companies Regulations 2015

              (1) The Companies Regulations 2015 are amended as follows.
              (2) All references to "collective investment scheme" in those regulations shall be substituted by references to "Collective Investment Fund".
              (3) In section 1028(1), the following definition shall be inserted —

              ""financial institution" means —
              (a) an Authorised Person;
              (b) any person which carries out as its principal business an activity which would, if carried out in the Abu Dhabi Global Market, be a Regulated Activity; and
              (c) is not one of the following —
              A. a governmental organisation, including the Central Bank of any State; or
              B. a multilateral development bank;".
              (4) In section 1028, the following subsection shall be inserted —
              "(2) Terms used in these Regulations which are defined in the Financial Services and Markets Regulations 2015 (including where the terms are capitalised in those regulations) shall have the meanings given to them in those regulations."
              (5) In section 137(2)(a), for the word "securities", the words "Securities and Derivatives" shall be substituted.
              (6) In section 137(4), the following shall be inserted —
              "(aa) "managing of investments" means the Regulated Activity of Managing Assets."
              (7) In section 137(3)(e), for the words "consists in operating or acting as trustee in relation to a collective investment scheme, or that is carried on by the operator or trustee of such a scheme in connection with and for the purposes of the scheme", the words "consists in Managing a Collective Investment Fund, Acting as the Administrator of a Collective Investment Fund or Acting as the Trustee of an Investment Trust, or that is carried on by a person carrying on any of those Regulated Activities in connection with and for the purposes of the relevant Collective Investment Fund" shall be substituted.
              (8) In section 137(4)(a), for the words "the effecting or carrying out of contracts of insurance", the words "Effecting Contracts of Insurance or Carrying Out Contracts of Insurance as Principal" shall be substituted.
              (9) Paragraph (b) of subsection (4) of section 137 shall be omitted.
              (10) In section 372(3), for the words "is licensed under the Commercial Licensing Regulations 2015 as", the word "was" shall be substituted.
              (11) In section 434(4), the following shall be inserted —
              "(d) for the purpose of enabling or assisting the Financial Services Regulator to exercise its functions under the Financial Services and Markets Regulations 2015,
              (e) for the purpose of enabling or assisting the Registrar to exercise its functions under the Commercial Licensing Regulations 2015."
              (12) For subsection (2) of section 443, the following shall be substituted —
              "(2) A "banking partnership" means a partnership which has a Financial Services Permission to carry on the Regulated Activity of Accepting Deposits. But a partnership is not a banking partnership if it has a Financial Services Permission to carry on the Regulated Activity of Accepting Deposits only for the purpose of carrying on another Regulated Activity in accordance with that permission."
              (13) In section 456, the words "licensed under the Commercial Licensing Regulations 2015 as" shall be omitted.
              (14) In section 715 and in the heading of section 715, for the words "financial institution", the words "infrastructure body" shall be substituted.
              (15) References to "financial institution" in sections 707(2) and 714(3) shall be substituted by references to "infrastructure body".
              (16) In section 715(2)(a), for the words "recognised investment market", the words "Recognised Investment Exchange" shall be substituted.
              (17) Paragraph (a) of section 717 shall be omitted.
              (18) For subsection (2) of section 1020, the following shall be substituted —

              ""Banking company" means a person who has a Financial Services Permission to carry on the Regulated Activity of Accepting Deposits, other than —
              (a) a person who is not a company; and
              (b) a person who has such permission only for the purpose of carrying on another Regulated Activity in accordance with such permission."
              (19) In section 1020(3)(a), for the words "credit institutions", the words "banking companies" shall be substituted.

            • 2. Insertion of new Part 36A relating to investment companies

              (1) A new Part 36A shall be inserted as follows:
              "Part 36A

              INVESTMENT COMPANIES
              1068A. Application and interpretation, powers of the Board
              (1) Without limiting the generality of subsection (2) below, the provisions of this Part are additional to any other legislation which may apply to the incorporation, operation, or winding up of an investment company.
              (2) Except as far as otherwise provided by this Part, any provision of any Rules made by the Financial Services Regulator [relating to Collective Investment Funds], or any other enactment, the provisions of these Regulations shall apply in their entirety to investment companies.
              (3) The Board shall have authority from time to time to make, issue, amend and rescind such Rules as are necessary or appropriate in relation to the incorporation, operation or winding up of investment companies.
              1068B. Formation of investment companies
              (1) A company is an investment company if its articles provide that it is an investment company, and it has been established for the sole purpose of collective investment.
              (2) An investment company may be —
              (a) a public or private company, and
              (b) a limited company (whether limited by shares or by guarantee), and
              (c) a cell company (or a cell of a cell company).
              (3) An investment company cannot be a restricted scope company and a restricted scope company cannot be or become an investment company.
              1068C. Names of investment companies
              (1) The name of an investment company must include the words 'Investment Company' or the abbreviation 'IC'.
              (2) A company that is registered with a name that includes the words 'Investment Company' or the abbreviation 'IC' may, in setting out or using its name for any purpose under these Regulations, do so in full or in abbreviation form, as it determines.
              1068D. Directors
              (1) Sections 144 and 145 of these Regulations shall not apply to investment companies.
              (2) An investment company must have at least one director.
              (3) The directors of an investment company must be fit and proper persons to act as such.
              (4) If an investment company has only one director, that director must be a body corporate which is an Authorised Person and which holds the Financial Services Permission in the Abu Dhabi Global Market or in a Recognised Jurisdiction authorising it to carry on the Regulated Activity of Managing a Collective Investment Fund.
              (5) If an investment company has two or more directors, they must ensure that, at all times, there is appointed to the investment company an entity which holds the Financial Services Permission in the Abu Dhabi Global Market or in a Recognised Jurisdiction authorising it to carry on the Regulated Activity of Managing a Collective Investment Fund.
              1068E. Statutory pre-emption rights
              (1) Sections 519 to 537 of these Regulations shall not apply to investment companies.
              1068F. Issue and allotment of shares
              (1) Sections 508 to 512 of these Regulations shall not apply to investment companies.
              (2) The directors of an investment company may exercise any power of the investment company to —
              (a) allot shares in the investment company; or
              (b) grant rights to subscribe for or to convert any security into shares in the investment company,
              to the extent permitted by the investment company's articles.
              1068G. Share transfers
              (1) The articles of an investment company may contain provision as to share transfers in respect of any matter for which provision is not made in these Regulations or any other enactment.
              1068H. Redemptions
              (1) Sections 623 to 628 of these Regulations shall not apply to investment companies.
              (2) The directors of an investment company may exercise any power of the investment company to —
              (a) issue shares that are redeemable at the option of the investment company or the shareholder; and
              (b) determine the terms, conditions and manner of the redemption of such shares,
              to the extent permitted by the investment company's articles.
              (3) Any redemption of shares of an investment company is also subject to the provisions of any Rules made by the Financial Services Regulator [regarding Collective Investment Funds].
              (4) No closed-ended investment company shall purchase any shares of any class of which it is the issuer except by a market purchase on a Recognised Investment Exchange or such other open market as the Financial Services Regulator may prescribe.
              1068I. Definitions relevant to this Part
              In this Part —
              "body corporate" means any body corporate, including limited liability partnership and a body corporate constituted under the law of a country or territory outside of the Abu Dhabi Global Market,
              "cell" has the meaning given in section 1068 of these Regulations,
              "cell company" has the meaning given in section 1068 of these Regulations,
              "incorporated cell company" means a company to which section 1047(1) of these Regulations applies,
              "investment company" means an open or closed ended company established for the sole purpose of collective investment (and any such cell of such company) which is incorporated under these Regulations,
              "limited liability partnership" means a partnership incorporated under the Limited Liability Partnership Regulations 2015 or under the law of a country, jurisdiction or territory outside the Abu Dhabi Global Market,
              "market purchase" has the meaning given to it in section 632(4) of these Regulations,
              "partnership" means any partnership, including a partnership constituted under the law of a country, jurisdiction or territory outside the Abu Dhabi Global Market, but not including a limited liability partnership, and
              "protected cell company" means a company to which section 1047(2) of these Regulations applies."

            • 3. Short title, extent and commencement

              (1) These Regulations may be cited as the Companies (Amendment) Regulations 2015.
              (2) These Regulations shall apply in the Abu Dhabi Global Market.
              (3) These Regulations come into force on the date of their publication.

        • Insolvency (Amendment) Regulations 2015

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          • INSOLVENCY (AMENDMENT) REGULATIONS 2015

            Regulations amending the Insolvency Regulations 2015.

            Date of Enactment: 4 October 2015

            The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following —

            • Amendments to the Insolvency Regulations 2015

              (1) The Insolvency Regulations 2015 are amended as follows.
              (2) In section 51(1)(a), for the word "Civil", the words "ADGM Court" shall be substituted.
              (3) In section 53(10), for the word "Civil", the words "ADGM Court" shall be substituted.
              (4) In section 58(10), for the word "Civil", the words "ADGM Court" shall be substituted.
              (5) In section 107(1)(i), following the words "corporation tax" insert the words "or any similar tax applicable to Limited Liability Partnerships".
              (6) In section 165(1)(a), for the word "Civil", the words "ADGM Court" shall be substituted.
              (7) In section 167(9), for the word "Civil", the words "ADGM Court" shall be substituted.
              (8) Following section 198, a new subsection 198A shall be inserted as follows:
              "198A. Acceptance of shares, etc. as consideration for sale of company property
              (1) This Section applies, in the case of a Company proposed to be, or being, wound up voluntarily, where the whole or part of the Company's business or property is proposed to be transferred or sold to another company whether or not it is a Company within the meaning of the Companies Regulations 2015 ("the transferee company").
              (2) With the requisite sanction, the liquidator of the Company being, or proposed to be, wound up ("the transferor company") may receive, in compensation or part compensation for the transfer or sale, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company.
              (3) The sanction required under subsection (2) is —
              (a) in the case of a members' voluntary winding up, that of a special resolution of the company conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, and
              (b) in the case of a creditor's voluntary winding up, that of either the Court or the Liquidation Committee.
              (4) Alternatively to subsection (2), the liquidator may (with the sanction) enter into any other arrangement whereby the members of the transferor company may, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto), participate in the profits, or receive any other benefit from the transferee company.
              (5) A sale or arrangement in pursuance of this Section is binding on members of the transferor limited liability partnership.
              (6) A special resolution is not invalid for purposes of this Section by reason that it is passed before or concurrently with a resolution for voluntary winding-up or for appointing liquidators; but, if an order is made within a year for winding-up of the Company by the Court, the special resolution is not valid unless sanctioned by the Court.
              (7) If a special resolution of the Company has provided the sanction requisite for the liquidator under this Section, a member of the transferor company who did not vote in favour of providing the sanction required for the liquidator under this Section may express his dissent from it in writing addressed to the liquidator and left at the registered office of the Company within 7 days after the date on which that sanction was given, and require the liquidator either to abstain from carrying the arrangement so sanctioned into effect or to purchase his interest at a price to be determined by agreement or arbitration under this Section.
              (8) If the liquidator elects to purchase the member's interest, the purchase money must be paid before the Company is dissolved and be raised by the liquidator in such manner as may be determined by special resolution."
              (9) In section 204(3), for the words "is a person authorised under the Financial Market Regulations", the words "is an Authorised Person or Recognised Body" shall be substituted.
              (10) In section 207(1), for the words "a person authorised under the Financial Market Regulations", the words "an Authorised Person or Recognised Body" shall be substituted.
              (11) In section 215(3)(a), for the words "in accordance with the Financial Market Regulations if the Company is a person authorised pursuant to such Regulations", the words "in accordance with provision made by or under the Financial Services and Markets Regulations 2015 if the Company is an Authorised Person" shall be substituted.
              (12) In section 215(7)(a) and (c), for the words "Section 95", the words "Section 114 (Charging orders)" shall be substituted.
              (13) In section 215(8)(b), for the words "Section 95", the words "Section 122 (Enforcement agents)" shall be substituted.
              (14) In section 217(10)(b), for the words "Section 95", the words "Section 122 (Enforcement agents)" shall be substituted.
              (15) In section 225, for the words "authorised market institution", the words "Recognised Bodies" shall be substituted.
              (16) In section 232(1)(a), for the word "Civil", the words "ADGM Court" shall be substituted.
              (17) In section 233(3)(a), for the word "Civil", the words "ADGM Court" shall be substituted.
              (18) In section 235(9), for the word "Civil", the words "ADGM Court" shall be substituted.
              (19) In section 260(2)(d), the word "and" shall be deleted.
              (20) Following section 260(2)(d) a new subsection (e) shall be inserted as follows: "(e) the modifications set out in Schedule 13 (Modifications to the Insolvency Regulations for Limited Liability Partnerships); and".
              (21) The current section 260(2)(e) shall be re-named as 260(2)(f).
              (22) In section 263, the words "authorised market institutions" in the heading of that section shall be substituted by the words "Recognised Bodies" and wherever that section heading is referred to in the Insolvency Regulations such substitution shall also be made.
              (23) In section 263(1), for the words "market institution", the words "Recognised Body" shall be substituted and the words "authorised by Financial Market Regulations" shall be omitted.
              (24) In section 263(2), for the words "persons authorised pursuant to the Financial Market Regulations", the words "Authorised Persons" shall be substituted.
              (25) In section 264, for the words "Financial Market Regulations", the words "Financial Services and Markets Regulations 2015" shall be substituted.
              (26) In section 274(a), for the words "the Financial Market Regulations or the business rules of any market institution authorised under the Financial Market Regulations", the words "the Financial Services and Markets Regulations 2015 or the rules of any Recognised Body" shall be substituted.
              (27) Chapter 2 of Part 7 shall be renamed "Netting and Collateral".
              (28) In section 276(4), in each place after the words "qualified financial contracts", the words "or other contracts or transactions" shall be inserted. The words "or in connection with a netting agreement" shall be replaced by the words "pursuant to a netting agreement or to which a netting agreement shall apply".
              (29) In section 276(5), after the words "qualified financial contracts", the words "or other contracts or transactions" shall be inserted.
              (30) In section 277, in each place after the words "in connection with a netting agreement", the words "or a collateral arrangement" shall be inserted. The final reference to "non-insolvent party" shall be replaced by the words "other party".
              (31) In section 278(1), after the words "otherwise enforceable netting agreements", the words "or collateral arrangements" shall be inserted and after the words "otherwise enforceable netting agreement", the words "or collateral arrangement " shall be inserted.
              (32) In section 278(2), for the words "Chapter 2 (Netting)", the words " Chapter 2 (Netting and Collateral)" shall be substituted.
              (33) In section 278(2)(a), after the words "insolvent party to a netting agreement", the words "or a collateral arrangement" shall be inserted. In each place after the words "under a netting agreement", the words "or a collateral arrangement" shall be inserted.
              (34) In section 278(2)(b), after the words "netting agreement", the words "or a collateral arrangement" shall be inserted.
              (35) In section 278(2)(c), after the words "shall not apply to a netting agreement", the words "or a collateral arrangement" shall be inserted and after the words "insolvent party to such netting agreement", the words "or such collateral arrangement" shall be inserted.
              (36) In section 278(2)(e)(iv), after the words "100 (Charged property);", the word "and" shall be deleted.
              (37) Following section 278(2)(e)(v) a new subsection (vi) shall be inserted as follows: "(vi) Section 226(1) (General rule as to priority of expenses);".
              (38) Following section 278(2)(f) a new subsections (g) and (h) shall be inserted as follows:
              (39)
              "(g) Section 692 (Priorities where debentures secured by floating charge) of the Companies Regulations 2015 shall not apply to debentures creating a collateral arrangement by way of floating charge.
              (h)
              (i) Where any of the events specified in sub-paragraph (ii) occur on the day of, but after the moment of the making of a winding-up order by the Court or the appointment of an administrator, those arrangements, obligations or other events shall be legally enforceable and binding on third parties if the collateral-taker can show that he was not aware, nor should have been aware of such making of the winding-up order or the appointment of an administrator.
              (ii) The events referred to in sub-paragraph (i) are —
              (a) a collateral arrangement coming into existence;
              (b) a relevant obligation secured by a collateral arrangement coming into existence; or
              (c) the delivery, transfer, holding, registering or other designation of collateral so as to be in the possession or under the control of the collateral-taker."
              (40) In section 282(5), after the words "applicable netting agreement", the words "or collateral arrangement" shall be inserted.
              (41) In section 283(1), after the words "collateral arrangement", the words "which is by way of security over collateral "shall be inserted. The words "netting agreement" shall be replaced with the words "collateral arrangement". The words "and setting off" shall be replaced with the words ". The collateral-taker shall on such realisations, set".
              (42) Section 285 shall be deleted and replaced in full by the following:
              285. Control

              A collateral taker who has taken collateral by way of security shall be treated as having control of collateral for the purposes of these Regulations notwithstanding:
              (1) its exercise of a right of use as described in Section 282(1) (Right of use of collateral- taker in collateral and obligation to return equivalent assets);
              (2) any right of the collateral-provider to substitute collateral of the same or greater value, withdraw excess collateral or collect the proceeds of, or otherwise service, a credit claim until further notice."
              For the purposes of these Regulations "possession" of collateral in the form of cash or securities includes the case where collateral has been credited to an account in the name of the collateral-taker or a person acting on his behalf (whether or not the collateral-taker, or person acting on his behalf, has credited the collateral to an account in the name of the collateral-provider on his, or that person's, books) provided that any rights to the collateral- provider may have in relation to that collateral are limited to the right to substitute collateral of the same or greater value or to withdraw excess collateral.
              (43) In section 298, the following definitions shall be inserted—

              ""ADGM Court Procedure Rules" means any rules, procedures, practice or guidance relating to the Court that is issued by the Chief Justice of the Court from time to time.
              (44) In section 298, in the definition of "cash", after the words "money market deposit" the words "and sums due or payable to, or received between the parties in connection with the operation of a collateral arrangement or a netting agreement" shall be inserted.
              (45) In section 298, the definition of "Civil Procedure Rules" shall be deleted.
              (46) In section 298, the definition of "collateral" shall be deleted and replaced in full by the following words:

              ""collateral" means any of the following—
              (a) cash in any currency;
              (b) securities of any kind, including (without limitation) debt and equity securities and sukuk, units of a collective investment fund, money market instruments, claims relating to or rights in or in respect of any of the financial instruments included in this definition and any rights, privileges or benefits attached to or arising from any such financial instruments;
              (c) guarantees, letters of credit and obligations to reimburse;
              (d) pecuniary claims which arise out of an agreement whereby an Authorised Person grants credit in the form of a loan ("credit claims"); and
              (e) any asset commonly used as collateral in the Abu Dhabi Global Market."
              (47) In section 298, the definition of "collateral arrangement" shall be deleted and replaced in full by the following words:

              ""collateral arrangement" means any margin, collateral or security arrangement or other credit enhancement or other agreement or arrangement, evidenced in writing, the purpose of which is to secure, cover or provide credit support in respect of, the relevant obligations owed to the collateral-taker and where the collateral-provider and the collateral-taker are both non-natural persons, where—
              (a) security in collateral where the collateral is delivered, transferred, held registered or otherwise designated so as to be in the possession or under the control of the collateral-taker or a person acting on its behalf is created or arises to secure the relevant obligations;
              (b) there is a title transfer collateral arrangement; or
              (c) there is any guarantee, letter of credit or reimbursement obligation by or to a party to one or more qualified financial contracts, in respect of one or more of those qualified financial contracts."
              (48) In section 298, in the definition of "netting", after the words "qualified financial contracts" the words "or other transactions" shall be inserted.
              (49) In section 298, in the definition of "netting agreement", after the words "qualified financial contracts", the words "or other contracts or transactions" shall be inserted. For the words "and (c) any", the words ", (c) any other agreement between two or more parties which incorporates netting and (d)" shall be substituted.
              (50) In section 298, in the definition of "official interest rate", for the word "Civil", the words "ADGM Court" shall be substituted.
              (51) In section 298, in the definition of "qualified financial contract", the word "swap" where it first appears in paragraph (a) shall be deleted. In paragraph (h), the word "option" shall be deleted. The same word shall be inserted after the words "profit rate" in paragraph (h). In paragraph (i), after the words "equity index option", the words "or total return swap" shall be inserted.
              (52) In section 298, in the definition of "receiver", for the word "Civil", the words "ADGM Court" shall be substituted.
              (53) In section 298, in the definition of "relevant obligations", after the words "netting agreement", the words "or collateral arrangement" shall be inserted.
              (54) In section 298, in the definition of "seal" or "sealed", for the word "Civil", the words "ADGM Court" shall be substituted.
              (55) In section 298, in the definition of "service", in each place where the word "Civil" appears, the words "ADGM Court" shall be substituted.
              (56) In section 298, in the definition of "statement of truth", for the word "Civil", the words "ADGM Court" shall be substituted.
              (57) In section 298, the definition of "title transfer collateral arrangement" shall be deleted and replaced in full by the words:

              ""title transfer collateral arrangement" means an agreement or arrangement, evidenced in writing, where the collateral-provider and the collateral-taker are both non-natural persons the purpose of which is to secure or otherwise cover the relevant obligations owed to the collateral-taker based on the transfer of title to collateral to a collateral-taker on terms that when the relevant obligations are discharged, the collateral-taker must transfer title to equivalent collateral to the collateral-provider, including (without limitation) a sale and repurchase agreement, securities lending agreement, securities buy/sell-back agreement or an irregular pledge."
              (58) In section 298, in the definition of "witness statement", for the word "Civil", the words "ADGM Court" shall be substituted.
              (59) The definition of "Financial Market Regulations" in section 298 shall be omitted.
              (60) In section 298, the following definitions shall be inserted—

              ""Authorised Person" has the meaning given to that term in the Financial Services and Markets Regulations 2015;

              "Financial Services and Markets Regulations 2015" means the Financial Services and Markets Regulations 2015, issued by the Board.

              "Recognised Body" has the meaning given to that term in the Financial Services and Markets Regulations 2015."
              (61) Following section 300(9), a new subsection (10) shall be inserted as follows:

              "(10) In this Section, "Company" includes any body corporate (whether incorporated in the Abu Dhabi Global Market or elsewhere); and references to Directors and other officers of a Company and to voting power at any general meeting of a Company have effect with any necessary modifications."
              (62) In section 301(1)(f), for the words "an investment which is an option, future or contract for difference", the words "an investment of a kind described in paragraphs 94 to 96 of Schedule 1 (Restricted Activities) of the Financial Services and Markets Regulations 2015 (options, futures and contracts for differences)" shall be substituted.
              (63) The words of paragraph (a) of subsection (1) of section 302 shall be substituted by the following words—

              "is within paragraphs 88 (Instruments creating or acknowledging indebtedness) or 89 (Sukuk) and does not fall within paragraph 90 (Government and public Financial Instruments) of Schedule 1 (Restricted Activities) of the Financial Services and Markets Regulations 2015 and is rated, listed or traded or designed to be rated, listed or traded"
              (64) The words of paragraph (b) of subsection (1) of section 302 shall be substituted by the following words—

              "is rated, listed or traded or designed to be rated, listed or traded."
              (65) Subsections (2), (3) and (4) of section 302 shall be omitted.
              (66) The following provisions shall be inserted in section 302—
              "(2) In subsection (1)—

              "rated" means rated for the purposes of investment by an internationally recognised rating agency;

              "listed" means admitted to the Official List (as defined in the Financial Services and Markets Regulations 2015); and

              "traded" means admitted to trading on a relevant market (as defined in paragraph 33(3) (Promotions required or permitted by the rules of certain markets) of Schedule 2 (Financial promotions) of the Financial Services and Markets Regulations 2015).
              (3) An investment is also a capital market investment for the purposes of section 152 (Appointment and powers of receivers and administrative receivers) of these Regulations if it consists of a bond or commercial paper issued to a person in a territory or jurisdiction other than the Abu Dhabi Global Market who under the law of that territory or jurisdiction is not prohibited from investing in bonds or commercial paper.
              (4) In subsection (3)—

              "bond" shall be construed in accordance with paragraph 88 (Instruments creating or acknowledging indebtedness) of Schedule 1 of the Financial Services and Markets Regulations 2015 and includes any instrument falling within paragraph 89 (Sukuk) of that Schedule; and

              "commercial paper" has the meaning given by paragraph 41(3) (Sums received in consideration for the issue of debt financial instruments) of Schedule 1 (Restricted Activities) of the Financial Services and Markets Regulations 2015."
              (67) In paragraphs 3(1), 3(3) and 7 of Part 1 (Meetings and Time Limits) of Schedule 1 (Meetings, Time Limits, Notices and Documents), for the word "Civil", the words "ADGM Court" shall be substituted.
              (68) In paragraphs 35, 37(1) and 37(2) of Part 8 (Delivery of Documents and Opting Out) of Schedule 1 (Meetings, Time Limits, Notices and Documents), for the word "Civil", the words "ADGM Court" shall be substituted.
              (69) In paragraph 28(6) of Part 3 (Creditors' Claims) of Schedule 5 (Proofs and Distributions), for the word "Civil", the words "ADGM Court" shall be substituted.
              (70) A new Schedule 13 shall be added as set out in the Schedule hereto.

            • Schedule

              • SCHEDULE 13 MODIFICATIONS TO THE INSOLVENCY REGULATIONS FOR LIMITED LIABILITY PARTNERSHIPS

                Provisions Modifications
                Section 1(3)(c)
                (Administration)
                For "Company or its Directors" substitute "Limited Liability Partnership"
                Section 5(3)(a)
                (General restrictions)
                For "resolution for voluntary winding up" substitute "determination to wind up voluntarily"
                Section 8(1)(b)
                (Administration application)
                Omit
                Section 29(2)
                (Power to appoint)
                Omit
                Section 32(2)
                (Notice of intention to appoint)
                Omit "or a record of the decision of the Directors (where the Directors intend to make the appointment)"
                Section 33(4)
                (Notice of appointment)
                For "Directors of the Company" substitute "Limited Liability Partnership"
                Section 44(2)
                (Moratorium on Insolvency Proceedings)
                For "resolution may be passed for the winding up of" substitute "determination to wind up voluntarily may be made by"
                Section 57(1)(d)
                (Administrator's statement of proposals)
                Omit
                Section 66(1)(d)
                (Contents of the administrator's revised proposals)
                Omit
                Section 76(4)
                (Effect of Deed of Company Arrangement on creditors)
                For "Section 117 (The members of a company) of the Companies Regulations" substitute "Section 3 (Members) of the Limited Liability Partnership Regulations 2015"
                Section 81(1)
                (Transfer of shares)
                For "shares in" substitute "interests in the property of", for "shares" substitute "interests"
                Section 94(6)(b)
                (Deed progress reports)
                In Section 94(6)(b) the reference to Section 470 (Auditor's general right to information) shall be read in respect of a Limited Liability Partnership as such provision is amended pursuant to the Limited Liability Partnerships Rules 2015
                Section 95(5)
                (General powers)
                For Section 95(5) substitute
                "(5) The administrator of a Limited Liability Partnership has power to prevent any person from taking part in the management of the business of the Limited Liability Partnership and to appoint any person to be a manager of that business."
                Section 122(5)(b)
                (Moving to creditors' voluntary liquidation)
                For "resolution for voluntary winding-up" substitute "determination to wind-up voluntarily"
                Section 122(7)(b)
                (Moving to creditors' voluntary liquidation)
                For "passing of the resolution for voluntary winding-up" substitute "determination to wind-up voluntarily"
                Section 122(7)(e)
                (Moving to creditors' voluntary liquidation)
                For "passing of the resolution for voluntary winding-up" substitute "determination to wind-up voluntarily"
                Section 128(2)(d)
                (Resignation of administrator)
                Omit
                Section 134(2)(d)
                (Administrator ceasing to be licensed)
                Omit
                Section 137(2)(c), (7) and (8)
                (Supplying vacancy in office of administrator)
                Omit
                Section 137(9)
                (Supplying vacancy in office of administrator)
                For "(5) or (7) substitute "or (5)"
                Section 141(1)(a)
                (Substitution of administrator appointed by Company or Directors: creditors' meeting)
                Omit "or Directors"
                Section 147(5)
                (Joint and concurrent administrators)
                Omit
                Section 150
                (Majority decision of Directors)
                Omit
                Section 174(1)
                (Circumstances in which a Company may be wound up voluntarily)
                For Section 174(1) substitute the following:
                "(1) A Limited Liability Partnership may be wound-up voluntarily when it determines that it is to be wound-up voluntarily"
                Section 174(2)
                (Circumstances in which a Company may be wound up voluntarily)
                For "passes a resolution for voluntary winding-up" substitute "determines that it is to be wound-up voluntarily", for "passing of such resolution" substitute "making of the determination" and for "resolution" where it appears for the third time substitute "determination"
                Section 175(1)
                (Declaration of solvency)
                For "the directors (or, in the case of a Company having more than two Directors, the majority of them) may at a meeting of the board of Directors make a declaration in a form prescribed by the Board in rules made by the Board)" substitute "the members of the Limited Liability Partnership may make a declaration."
                Section 175(2)
                (Declaration of solvency)
                For the existing subsection, substitute the following:
                "(2) Such a declaration must be made within the five (5) weeks immediately preceding the date when the Limited Liability Partnership determined that it be wound-up voluntarily or on that date but before the making of the determination."
                Section 175(3)
                (Declaration of solvency)
                For "a Director" substitute "the members"
                Section 175(4)
                (Declaration of solvency)
                For "in pursuance of a resolution passed" substitute "voluntarily"
                Section 178
                (Appointment of liquidator)
                Omit "at a general meeting"
                Section 179
                (Directors' powers)
                Substitute the following:
                "On the appointment of a liquidator the powers of the members of the Limited Liability Partnership shall cease except to the extent that a meeting of the members of the Limited Liability Partnership summoned for the purpose or the liquidator sanctions their continuance."
                Section 180
                (Vacancy in office of liquidator)
                For "the Company at a general meeting" substitute "a meeting of the members of the Limited Liability Partnership called for the purpose" and "a general meeting" substitute "a meeting of the members of the Limited Liability Partnership"
                Section 182(1)
                (Final meeting prior to dissolution)
                For "a general meeting" substitute "a meeting of the members"
                Section 183(1)
                (Effect of Company's insolvency)
                For "Directors" substitute "members"
                Section 184(a)
                (Conversion to creditors' voluntary winding-up)
                For "Directors" substitute "members"
                Section 184(b)
                (Conversion to creditors' voluntary winding-up)
                For "general meeting" substitute "meeting of the members"
                Section 186(1)
                (Meetings of members and creditors)
                Substitute the following:
                "(1) The Limited Liability Partnership shall cause a meeting of its creditors to be summoned for a day not later than the 14th day after the day on which the Limited Liability Partnership determines that it be wound-up voluntarily."
                Section 186(2) and (3)
                (Meeting of members and creditors)
                For "Directors" substitute "members"
                Section 187(1)
                (Appointment of liquidator)
                For "The creditors and the Company at their respective meetings mentioned in Section 186 (Meetings of members and creditors)" substitute "The creditors at their meeting mentioned in Section 186 (Meetings of members and creditors) and the Limited Liability Partnership"
                Section 188
                (Directors' powers)
                Substitute the following:
                "On the appointment of a liquidator the powers of the members of the Limited Liability Partnership shall cease, except so far as the Liquidation Committee (or if there is no such Liquidation Committee, the creditors) sanction their continuance."
                Section 191(1)
                (Final meeting prior to dissolution)
                For "a general meeting" substitute "a meeting of the members"
                Section 192(1)
                (Notice of resolution to wind up)
                For "passed a resolution for voluntary winding-up" substitute "determined that it shall be wound up voluntarily", for "passing of the resolution" substitute "determination", for "resolution" substitute "determination"
                Section 193
                (Commencement of winding-up)
                Substitute the following new Section — "A voluntary winding- up is deemed to commence at the time when the Limited Liability Partnership determines that it be wound up voluntarily"
                Section 196
                (Avoidance of share transfers after winding-up resolution)
                For "shares" substitute "the interests of any member in the property of the Limited Liability Partnership"
                Section 198A
                (Acceptance of shares, etc. as consideration for sale of company property)
                For the existing Section substitute the following:
                "198A. Acceptance of shares, etc. as consideration for sale of Limited Liability Partnership property
                (1) This Section applies, in the case of a Limited Liability Partnership proposed to be, or being, wound up voluntarily, where the whole or part of the Limited Liability Partnership's business or property is proposed to be transferred or sold to another company whether or not it is a Company within the meaning of the Companies Regulations 2015 ("the transferee company") or to a Limited Liability Partnership ("the transferee limited liability partnership").
                (2) With the requisite sanction, the liquidator of the Limited Liability Partnership being, or proposed to be, wound up ("the transferor limited liability partnership") may receive, in compensation or part compensation for the transfer or sale, shares, policies or other like interests in the transferee company or the transferee limited liability partnership for distribution among the members of the transferor limited liability partnership.
                (3) The sanction required under subsection (2) is —
                (a) in the case of a members' voluntary winding up, that of a determination of the Limited Liability Partnership at a meeting of the members of the Limited Liability Partnership conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, and
                (b) in the case of a creditor's voluntary winding up, that of either the Court or the Liquidation Committee.
                (4) Alternatively to subsection (2), the liquidator may (with the sanction) enter into any other arrangement whereby the members of the transferor limited liability partnership may, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto), participate in the profits, or receive any other benefit from the transferee company or the transferee limited liability partnership.
                 
                (5) A sale or arrangement in pursuance of this Section is binding on members of the transferor limited liability partnership.
                (6) A determination by the Limited Liability Partnership is not invalid for the purposes of this Section by reason that it is made before or concurrently with a determination by the Limited Liability Partnership that it be wound up voluntarily or for appointing liquidators; but, if an order is made within a year for winding up the Limited Liability Partnership by the Court, the determination by the Limited Liability Partnership is not valid unless sanctioned by the Court.
                (7) If a determination of the Limited Liability Partnership has provided the sanction requisite for the liquidator under this Section, a member of the transferor limited liability partnership who did not vote in favour of providing the sanction required for the liquidator under this Section may express his dissent from it in writing addressed to the liquidator and left at the registered office of the Limited Liability Partnership within 7 days after the date on which that sanction was given, and require the liquidator either to abstain from carrying the arrangement so sanctioned into effect or to purchase his interest at a price to be determined by agreement or arbitration under this Section.
                (8) If the liquidator elects to purchase the member's interest, the purchase money must be paid before the Limited Liability Partnership is dissolved and be raised by the liquidator in such manner as may be determined by the Limited Liability Partnership."
                Section 199(a)
                (Circumstances in which a Company may be wound up by the Court)
                For "has by Special Resolution resolved" substitute "has determined"
                Section 199(c)
                (Circumstances in which a Company may be wound up by the Court)
                Omit "or"
                Section 199(e) and (f)
                (Circumstances in which a Company may be wound up by the Court)
                Add the following new paragraphs:
                "(e) the Limited Liability Partnership does not commence its business within a year from its incorporation or suspends its business for a whole year; or
                (f) the number of members is reduced below two."
                Section 202(2)
                (Application for winding-up)
                Omit "either"
                Section 202(2)(a)
                (Application for winding-up)
                Omit
                Section 208(1)
                (Commencement of winding-up)
                For "a resolution has been passed" substitute "a determination has been made" and for "the passing of the resolution" substitute "that determination"
                Section 209(2)(b)
                (Consequences of winding-up order)
                For "any transfer of shares" substitute "any transfer by a member of the Limited Liability Partnership of his interest in the property of the Limited Liability Partnership"
                Section 215(6)(a)
                (Property of the Company)
                For "resolution" substitute "determination"
                Section 217(8)
                (Powers of liquidator)
                For "a resolution passed" substitute "determination made"
                Section 220(1)(a)
                (Settling list of contributories, debts and calls)
                Omit "with power to rectify the register of members in all cases where rectification is required"
                Section 221
                (Liability to contribute of past and present members)
                Substitute the following —
                "When a Limited Liability Partnership is wound up every present and past member of the Limited Liability Partnership who has agreed with the other members or with the Limited Liability Partnership that he will, in circumstances which have arisen, be liable to contribute to the assets of the Limited Liability Partnership in the event that the Limited Liability Partnership goes into liquidation is liable, to the extent that he has so agreed, to contribute to its assets to any amount sufficient for payment of its debts and liabilities, and the expenses of winding up, and for the adjustment of the rights of the contributories among themselves. However, a past member shall only be liable if the obligation arising from such agreement survived his ceasing to be a member of the Limited Liability Partnership."
                Section 222
                (Limited Company formerly unlimited) and 223 (Unlimited Company formerly limited)
                Omit.
                Section 233
                (Statement of Company's affairs by Directors)
                For "Director" substitute "member" and "Directors" substitute "members"
                Section 242(4)
                (Meetings to ascertain wishes of creditors or contributories)
                Insert a new subsection (4) as follows —
                "(4) Meetings of members of a Limited Liability Partnership shall be convened and held subject to Part 13 (Limited Liability Partnership Meetings) of Schedule 6 (Meetings and Correspondence)".
                Section 244(1)
                (Fraud in anticipation of winding-up or insolvent administration)
                For "passes a resolution for voluntary winding-up" substitute "makes a determination that it be wound-up voluntarily".
                Section 245(1)
                (Transactions in fraud of creditors)
                For "passes a resolution for voluntary winding-up" substitute "makes a determination that it be wound-up voluntarily".
                After Section 252
                (Wrongful trading)
                Insert the following new Section 252A as follows —
                "252A Adjustment of withdrawals
                (1) This Section has effect in relation to a person who is or has been a member of a Limited Liability Partnership where, in the course of winding up of that Limited Liability Partnership, it appears that subsection (2) of this Section applies in relation to that person.
                (2) This subsection applies in relation to a person if —
                (a) within the period of two years ending with the commencement of the winding up, he was a member of the Limited Liability Partnership who withdrew property of the Limited Liability Partnership, whether in the form of a share of profits, salary, repayment of or payment of interest on a loan to the Limited Liability Partnership or any other withdrawal of property, and
                (b) it is proved by the liquidator to the satisfaction of the Court that at the time of the withdrawal he knew or had reasonable ground for believing that the Limited Liability Partnership —
                (i) was at the time of the withdrawal unable to pay its debts within the meaning of Section 200 (Definition of inability to pay debts), or
                (ii) would become so unable to pay its debts after the assets of the Limited Liability Partnership had been depleted by that withdrawal taken together with all other withdrawals (if any) made by any members contemporaneously with that withdrawal or in contemplation when that withdrawal was made.
                (3) Where this Section has effect in relation to any person the Court, on the application of the liquidator, may declare that that person is to be liable to make such contribution (if any) to the Limited Liability Partnership's assets as the Court thinks proper.
                (4) The Court shall not make a declaration in relation to any person the amount of which exceeds the aggregate of the amounts or values of all the withdrawals referred to in subsection (2) made by that person within the period of two years referred to in that subsection.
                (5) The Court shall not make a declaration under this Section with respect to any person unless that person knew or ought to have concluded that after each withdrawal referred to in subsection (2) there was no reasonable prospect that the Limited Liability Partnership would avoid going into insolvent liquidation.
                (6) For the purposes of subsection (5) the facts which a member ought to know or ascertain and the conclusions which he ought to reach are those which would be known, ascertained, or reached by a reasonably diligent person having both:
                (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that member in relation to the Limited Liability Partnership, and
                (b) the general knowledge, skill and experience that that member has.
                (7) For the purposes of this section a Limited Liability Partnership goes into insolvent liquidation if it goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up.
                (8) In this section "member" includes a shadow member.
                (9) This section is without prejudice to Section 252."
                Section 253
                (Proceedings under Sections 251 and 252)
                Add after "Section 252 (Wrongful trading)" the following — "or Section 252A (Adjustment of withdrawals)"
                Section 255(2)(a)
                (Duty to co-operate with Office-holder)
                Omit "secretary of"
                Section 255(2)(d)
                (Duty to co-operate with Office-holder)
                Omit "or secretary of"
                Section 256
                (Inquiry into Company's dealings)
                Omit "or secretary"
                Section 298
                (Defined Terms) (definition of "Connected Person")
                Replace the existing definition of Connected Person with the following —
                ""Connected Person" means a person is connected with a Company (including a Limited Liability Partnership) if —
                (a) he is a Director or shadow director of the Company or an Associate of such a Director or shadow director (including a member or shadow member of a Limited Liability Partnership or an Associate of such a member or shadow member):
                (b) he is an Associate of the Company or of the Limited Liability Partnership;
                (c) he is an employee of the Company or of the Limited Liability Partnership; or
                (d) he is a trustee of a trust and the Company or the Limited Liability Partnership has an interest in the trust property or vice versa."
                Section 298
                (Defined Terms) (definition of "designated member")
                Insert a new definition of "designated member" as follows —
                ""designated member" has the same meaning as it has in the Limited Liability Partnership Regulations 2015."
                Section 298
                (Defined Terms) (definition of "Limited Liability Partnership")
                Replace the existing definition of Limited Liability Partnership with the following —
                ""Limited Liability Partnership" means a limited liability partnership registered under the Limited Liability Partnerships Regulations 2015."
                Section 298
                (Defined Terms) (definition of "Limited Liability Partnerships Regulations")
                Replace the existing definition of Limited Liability Partnership with the following —
                ""Limited Liability Partnerships Regulations 2015" means the Limited Liability Partnerships Regulations 2015, issued by the Board."
                Section 298
                (Defined Terms) (definition of "member")
                Replace the existing definition of member with the following —
                ""member" means a member of a Limited Liability Partnership."
                Section 298
                (Defined Terms) (definition of "shadow member")
                Insert a new definition of "shadow member" as follows —
                ""shadow member", in relation to a Limited Liability Partnership, means a person in accordance with whose directions or instructions the members of the Limited Liability Partnership are accustomed to act (but so that a person is not deemed a shadow member of a Limited Liability Partnership by reason only that members of the Limited Liability Partnership act on advice given by him in a professional capacity)."
                Section 299(2)
                (Meaning of "liability", "into liquidation" and "into insolvent liquidation" and "in administration", "enters administration" and "enters insolvent administration")
                For "passes a resolution for voluntary winding-up" substitute "makes a determination that it be wound up voluntarily" and for "passing such a resolution" substitute "making such a determination."
                Section 300(3A)
                (Meaning of "Associate")
                Insert a new subsection (3A) as follows —
                "(3A) A member of a Limited Liability Partnership is an Associate of that Limited Liability Partnership and of every other member of that Limited Liability Partnership and of the spouse (including former spouse) or relative of every other member of that Limited Liability Partnership."
                Section 300(10)
                (Meaning of "Associate")
                Substitute for subsection (10) the following—
                "(10) in this Section "Company" includes any body corporate (whether incorporated in the Abu Dhabi Global Market or elsewhere); and references to Directors and other officers of a Company and to voting power at any general meeting of a Company have effect with any necessary modifications."
                Schedule 2, paragraph (19)
                (Powers of the Administrator)
                For paragraph (19) substitute the following —
                "(19) Power to enforce any rights the Limited Liability Partnership has against the members under the terms of the Limited Liability Partnership Agreement."
                Schedule 3, paragraph (18)
                (Powers of the Administrative Receiver)
                For paragraph (18) substitute the following —
                "(19) Power to enforce any rights the Limited Liability Partnership has against the members under the terms of the Limited Liability Partnership Agreement."
                Schedule 6, Part 9
                (Contributories' Voting Rights and Majorities)
                For "general meeting" subsitiute "meeting of the members" and for "resolution is passed" substitute "determination made"
                Schedule 6, Part 13
                (Meetings and Correspondence)
                Insert a new Part 13 as follows —
                "PART 13

                LIMITED LIABILITY PARTNERSHIP MEETINGS
                48. Limited Liability Partnership meetings (general)

                Unless these regulations provide otherwise, a meeting of the members of the Limited Liability Partnership, must be called and conducted, and records of the meeting must be kept in accordance with the Limited Liability Partnership Agreement and the laws of the Abu Dhabi Global Market, including any applicable provisions in or made under the Limited Liability Partnerships Regulations 2015. The quorum required for a meeting of the members of the Limited Liability Partnership shall be any quorum required by the Limited Liability Partnership Agreement for meetings of members of the Limited Liability Partnership and if no requirement for a quorum has been agreed upon the quorum shall be 2 members."

        • Commercial Licensing (Amendment) Regulations 2015

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          • COMMERCIAL LICENSING (AMENDMENT) REGULATIONS 2015

            Regulations to amend the Commercial Licensing Regulations 2015.

            Date of Enactment: 4 October 2015

            The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations —

            • 1. Amendments to the Commercial Licensing Regulations 2015

              (1) The Commercial Licensing Regulations 2015 are amended as follows.
              (2) In section 78, the following shall be inserted —
              "(5) In subsection (4) "financial institution" means an Authorised Person or Recognised Body (as those terms are defined in the Financial Services and Markets Regulations 2015)."

            • 2. Short title, extent and commencement

              (1) These Regulations may be cited as the Commercial Licensing (Amendment) Regulations 2015.
              (2) These Regulations shall apply in the Abu Dhabi Global Market.
              (3) These Regulations come into force on the date of their publication.

        • Employment (Amendment) Regulations 2015

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          • EMPLOYMENT (AMENDMENT) REGULATIONS 2015

            Regulations amending the Employment Regulations 2015.

            Date of Enactment: 4 October 2015

            The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations —

            • 1. Amendments to the Employment Regulations 2015

              (1) The Employment Regulations 2015 are amended as follows.
              (2) Section 51 of the Employment Regulations 2015 is repealed.
              (3) The definitions of "Data Subject", "Personal Data" and "Processing" in section 63 of the Employment Regulations 2015 are omitted.

            • 2. Short title, extent and commencement

              (1) These Regulations may be cited as the Employment (Amendment) Regulations 2015.
              (2) These Regulations shall apply in the Abu Dhabi Global Market.
              (3) These Regulations come into force on the date of their publication.

        • Limited Liability Partnerships Rules 2015

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          • LIMITED LIABILITY PARTNERSHIPS RULES 2015

            The Board, in exercise of the powers conferred by section 16 of the Limited Liability Partnerships Regulations 2015, hereby makes the following Rules —

            • PART 1 COMMENCEMENT, CITATION AND INTERPRETATION

              (1) These Rules may be cited as the Limited Liability Partnerships Rules 2015.
              (2) These Rules shall come into force on the date of their publication.
              (3) Unless the context otherwise requires —
              (a) "Chairman of the Board" means the chairman of the Board,
              (b) "Commercial Licensing Regulations" means Commercial Licensing Regulations 2015,
              (c) "Companies Regulations" means Companies Regulations 2015,
              (d) "Limited Liability Partnerships Regulations" means the Limited Liability Partnerships Regulations 2015,
              (e) "particulars of the usual residential address of all members" or "particulars of the usual residential address of a specified member" means the following information —
              (i) the house name or number,
              (ii) the street,
              (iii) the area,
              (iv) if relevant, the post town,
              (v) the region,
              (vi) the country, and
              (vii) if relevant, the postcode or PO Box,
              (f) "Registrar's Head Office" and "RHO" means the office of the Registrar where facilities are made available for applicants to inspect the register and to obtain copies of material on the register,
              (g) "Registrar's Website" and "RW" mean the website of the Registrar, being www.adgm.com,
              (h) "related information" means the following information in relation to a member —
              (i) the name of the member,
              (ii) if appropriate, the date of birth of the member,
              (iii) the registered number or numbers of the LLP or LLPs, and
              (iv) if appropriate, a statement that the usual residential address is the same as a service address,
              (i) "relevant document" means (for the purposes of paragraph 2(d) of Chapter 1 in Part 4) any document required or authorised to be delivered to the Registrar in respect of a LLP by or under any provision of the Limited Liability Partnerships Regulations, other than a document specified below. A document is not a relevant document if —
              (i) a fee is specified in Part 4 in relation to the registration of a document, or the performance by the Registrar of a function, under any particular provision of the Limited Liability Partnerships Regulations, or
              (ii) that document is required or authorised to be delivered to the Registrar by or under sections 882 and 962 of the Companies Regulations.
              (j) "relevant period" means one of the following periods —
              (i) the period beginning with its incorporation and ending immediately after the delivery to the Registrar of its first annual return, or
              (ii) a period beginning immediately after the delivery to the Registrar of an annual return and ending immediately after the delivery to the Registrar of the next annual return,
              (k) "same day delivery" or "same day collection" means —
              (i) a request for same day delivery or same day collection is received by the Registrar before 2.00 pm on the business day in question, and
              (ii) the appropriate certificate or certified copy is issued to the applicant on that day,
              (l) "same day registration" means —
              (i) a request for same day registration and all documents required to be delivered to the Registrar in connection with that registration are received by the Registrar before 2.00 pm on the business day in question, and
              (ii) the registration is completed on that day.
              (m) references to sections are to sections of the Companies Regulations,
              (n) a reference to a "Rule" or "Rules" is a reference to these rules and a reference to a numbered rule, part or schedule is to the Rule, Part or Schedule of these Rules,
              (o) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders,
              (4) In these Rules "LLP" means a limited liability partnership registered under the Limited Liability Partnerships Regulations 2015, and
              (5) In these Rules, unless the context otherwise requires: (a) any reference to a numbered Part, section or Schedule is to the Part, section or Schedule so numbered in the Companies Regulations, and (b) references in provision applied to LLPs —
              (i) to provisions of the Companies Regulations, or
              (ii) to provisions of rules or instruments made under that Act,
              are to those provisions as applied to LLPs by these Rules.

            • PART 2 APPLICATION OF COMPANIES REGULATIONS TO LLPS

              • CHAPTER 1 FORMALITIES OF DOING BUSINESS

                • 1. Formalities of doing business under the law of the Abu Dhabi Global Market

                  Sections 38 to 42 apply to LLPs, modified so that they read as follows —

                  • 38. Contracts

                    (1) Under the law of the Abu Dhabi Global Market a contract may be made —
                    (a) by an LLP, by writing under its common seal, or
                    (b) on behalf of an LLP, by a person acting under its authority, express or implied.
                    (2) This is without prejudice to section 6 of the Limited Liability Partnerships Regulations 2015 (members as agents).
                    (3) Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of an LLP.

                  • 39. Execution of documents in the Abu Dhabi Global Market

                    (1) Under the law of the Abu Dhabi Global Market a document is executed by an LLP —
                    (a) by the affixing of its common seal, or
                    (b) by signature in accordance with the following provisions.
                    (2) A document is validly executed by an LLP if it is signed on behalf of the LLP —
                    (a) by two members, or
                    (b) by a member of the LLP in the presence of a witness who attests the signature.
                    (3) A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the LLP has the same effect as if executed under the common seal of the LLP.
                    (4) In favour of a purchaser a document is deemed to have been duly executed by an LLP if it purports to be signed in accordance with subsection (2).

                    A "purchaser" means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.
                    (5) Where a document is to be signed by a person on behalf of more than one LLP, or on behalf of an LLP and a company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity.
                    (6) References in this section to a document being (or purporting to be) signed by a member are to be read, in a case where that member is a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.
                    (7) This section applies to a document that is (or purports to be) executed by an LLP in the name of or on behalf of another person whether or not that person is also an LLP.

                  • 40. Common seal

                    (1) An LLP may have a common seal, but need not have one.
                    (2) An LLP which has a common seal shall have its name engraved in legible characters on the seal.
                    (3) If an LLP fails to comply with subsection (2) a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (4) A member of an LLP, or a person acting on behalf of an LLP, commits a contravention of the Companies Regulations if he uses, or authorises the use of, a seal purporting to be a seal of the LLP on which its name is not engraved as required by subsection (2).
                    (5) A person who commits a contravention under this section is liable to a level 1 fine.

                  • 41. Execution of deeds

                    (1) A document is validly executed by an LLP as a deed for the purposes of laws applicable in the Abu Dhabi Global Market if, and only if —
                    (a) it is duly executed by the LLP, and
                    (b) it is delivered as a deed.
                    (2) For the purposes of subsection (1)(b) a document is presumed to be delivered upon its being executed, unless a contrary intention is proved.

                  • 4.2. Execution of deeds or other documents by attorney

                    (1) Under the law of the Abu Dhabi Global Market an LLP may, by instrument executed as a deed, empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf.
                    (2) A deed or other document so executed, whether in the Abu Dhabi Global Market or elsewhere, has effect as if executed by the LLP."

                • 2. Official seal for use outside of the Abu Dhabi Global Market

                  Section 43 applies to LLPs, modified so that it reads as follows —

                  • 4.3. Official seal for use outside of the Abu Dhabi Global Market

                    (1) An LLP that has a common seal may have an official seal for use outside the Abu Dhabi Global Market.
                    (2) The official seal must be a facsimile of the LLP's common seal, with the addition on its face of the place or places where it is to be used.
                    (3) The official seal when duly affixed to a document has the same effect as the LLP's common seal.
                    (4) An LLP having an official seal for use outside the Abu Dhabi Global Market may by writing under its common seal, authorise any person appointed for the purpose to affix the official seal to any deed or other document to which the LLP is party.
                    (5) As between the LLP and a person dealing with such an agent, the agent's authority continues —
                    (a) during the period mentioned in the instrument conferring the authority, or
                    (b) if no period is mentioned, until notice of the revocation or termination of the agent's authority has been given to the person dealing with him.
                    (6) The person affixing the official seal must certify in writing on the deed or other document to which the seal is affixed the date on which, and place at which, it is affixed."

                • 3. Other matters

                  Sections 45 and 46 apply to LLPs, modified so that they read as follows —

                  • 45. Pre-incorporation contracts, deeds and obligations

                    (1) A contract that purports to be made by or on behalf of an LLP at a time when the LLP has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the LLP or as agent for it, and he is personally liable on the contract accordingly.
                    (2) Subsection (1) applies to the making of a deed under the law of the Abu Dhabi Global Market, as it applies to the making of a contract.

                  • 46. Bills of exchange and promissory notes

                    A bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of an LLP if made, accepted or endorsed in the name of, or by or on behalf or on account of, the LLP by a person acting under its authority."

              • CHAPTER 2 AN LLP'S NAME

                • General Requirements

                  • 4. Prohibited names and sensitive words and expressions

                    Sections 47 to 50 apply to LLPs, modified so that they read as follows —

                    • 47. Reservation of trade name

                      (1) Every application for the registration of an LLP under the Companies Regulations must be preceded or accompanied by an application to reserve a proposed name of that LLP.
                      (2) The Registrar may make rules and may issue guidance about applications made under sub-section (1). The rules may, in particular, make provisions —
                      (a) as to the period of time for which a proposed name is so reserved and the process for extending that period of time,
                      (b) for prohibited or restricted names,
                      (c) as to the form and content of an application, and
                      (d) for fees to be charged.

                    • 48. Prohibited names

                      An LLP must not be registered under the Limited Liability Partnerships Regulations 2015 by a name if, in the opinion of the Registrar —

                      (a) its use by the LLP would constitute a contravention of the Companies Regulations or any other enactment or rule applicable in the Abu Dhabi Global Market, or
                      (b) it is offensive.

                    • 49. Names suggesting connection with government or public authority

                      (1) The approval of the Registrar is required for an LLP to be registered under the Limited Liability Partnerships Regulations 2015 by a name that would be likely to give the impression that the LLP is connected with —
                      (a) the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
                      (b) a municipality within the United Arab Emirates,
                      (c) any public authority specified for the purposes of this section pursuant to rules made by the Board, or
                      (d) any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates.
                      (2) For the purposes of this section "public authority" includes any person or body having functions of a public nature.

                    • 50. Other sensitive words or expressions

                      The approval of the Registrar is required for an LLP to be registered under the Limited Liability Partnerships Regulations 2015 by a name that includes a word or expression for the time being specified in regulations made by the Board under this section."

                  • 5. Permitted characters etc

                    Section 51 applies to LLPs, modified so that it reads as follows —

                    • 51. Permitted characters etc

                      (1) The provisions of the Business and Company Names Rules 2015 relating to the characters, signs or symbols and punctuation that may be used in a registered name apply to LLPs.
                      (2) Those provisions are —
                      (a) regulation 2 and Schedule 1, and
                      (b) any other provisions of those Regulations having effect for the purpose of those provisions.
                      (3) In those provisions as they apply to LLPs —
                      (a) for "company" substitute "LLP", and
                      (b) for "the Companies Regulations" substitute "the Limited Liability Partnerships Regulations 2015".
                      (4) An LLP may not be registered under the Limited Liability Partnerships Regulations 2015 by a name that consists of or includes anything that is not permitted in accordance with the provisions applied by this section."

                  • 6. Inappropriate use of indications of LLP type or legal form

                    Section 54 applies to LLPs, modified so that it reads as follows —

                    • 54. Inappropriate use of indications of LLP type or legal form

                      (1) The provisions of the Business and Company Names Rules 2015 relating to inappropriate use of indications of company type or legal form apply to LLPs.
                      (2) Those provisions are —
                      (a) Rule 5 and Schedule 2, and
                      (b) any other provisions of those Rules having effect for the purpose of those provisions.
                      (3) As applied to LLPs rule 5 of those rules is modified so as to read as follows —

                    • 5. Inappropriate indication of legal form: generally applicable provisions

                      (1) An LLP must not be registered under the Limited Liability Partnerships Regulations 2015 by a name that includes in any part of the name —
                      (a) an expression or abbreviation specified in inverted commas in paragraph 3 of Schedule 2, or
                      (b) an expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2.
                      (2) An LLP must not be registered under the Limited Liability Partnerships Regulations 2015 by a name that includes, immediately before the expression "LIMITED LIABILITY PARTNERSHIP" or the abbreviation "LLP", an abbreviation specified in inverted commas in paragraph 3 of that Schedule (or any abbreviation specified as similar)."

              • CHAPTER 3 SIMILARITY TO OTHER NAMES

                • 7. Similarity to other names

                  Sections 55 to 57 apply to LLPs, modified so that they read as follows —

                  • 55. Name not to be the same as another on the Registrar's register of company names

                    (1) An LLP must not be registered under the Limited Liability Partnerships Regulations 2015 by a name that is the same as another name appearing in the Registrar's register of company names.
                    (2) The provisions of the Business and Company Names Rules 2015 supplementing this section apply to LLPs.
                    (3) Those provisions are —
                    (a) Rule 7 and Schedule 3 (matters that are to be disregarded and words, expressions, signs and symbols that are to be regarded as the same),
                    (b) Rule 8 (consent to registration of a name which is the same as another in the Registrar's register of company names), and
                    (c) any other provisions of those Rules having effect for the purpose of those provisions.
                    (4) In Rule 8 as applied to LLPs —
                    (a) for "a company" or "the company" substitute "an LLP" or "the LLP",
                    (b) for "Company Y" substitute "LLP Y", and
                    (c) in paragraph (1), for "the Companies Regulations" substitute "the Limited Liability Partnerships Regulations 2015".

                  • 56. Power to direct change of name in case of similarity to existing name

                    The Registrar may direct an LLP to change its name if it has been registered in a name that is the same as or, in the opinion of the Registrar, too like —

                    (a) a name appearing at the time of the Registration in the Registrar's register of company names, or
                    (b) a name that should have appeared in the Registrar's register of company names at that time.

                  • 57. Direction to change names: supplementary provisions

                    (1) The following provisions have effect in relation to a direction under section 56 (power to direct change of name in case of similarity to existing name).
                    (2) Any such direction —
                    (a) must be given within twelve months of the LLP's registration by the name in question, and
                    (b) must specify the period within which the LLP is to change its name.
                    (3) The Registrar may by a further direction extend that period. Any such direction must be given before the end of the period for the time being specified.
                    (4) A direction under section 56 or this section must be in writing.
                    (5) If an LLP fails to comply with the direction, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every designated member of the LLP who is in default.
                    (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 4."

                • 8. Similarity to other name in which person has goodwill

                  Sections 58 to 62 apply to LLPs, modified so that they read as follows —

                  • 58. Objection to LLP's registered name

                    (1) A person ("the applicant") may object to an LLP's registered name on the ground —
                    (a) that it is the same as a name associated with the applicant in which he has goodwill, or
                    (b) that it is sufficiently similar to such a name that its use in the Abu Dhabi Global Market would be likely to mislead by suggesting a connection between the LLP and the applicant.
                    (2) The objection must be made by application to the Registrar (see section 59 (procedure rules)).
                    (3) The LLP concerned shall be the primary respondent to the application. Any of its members may be joined as respondents.
                    (4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show —
                    (a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill, or
                    (b) that the LLP —
                    (i) is operating under the name, or
                    (ii) is proposing to do so and has incurred substantial start-up costs in preparation, or
                    (iii) was formerly operating under the name and is now dormant, or
                    (c) that the name was registered in the ordinary course of an LLP formation business and the LLP is available for sale to the applicant on the standard terms of that business, or
                    (d) that the name was adopted in good faith, or
                    (e) that the interests of the applicant are not adversely affected to any significant extent.
                    If none of those is shown, the objection shall be upheld.
                    (5) If the facts mentioned in subsection (4)(a), (b) or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.
                    (6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed. (7) In this section "goodwill" includes reputation of any description.

                  • 59. Procedural rules

                    (1) The Companies Regulations (Name Adjudication) Rules 2015 apply to LLPs.
                    (2) As they apply to LLPs, omit —
                    (a) in rule 3(6) (persons joined as respondent), the reference to a director of the primary respondent,
                    (b) rule 13(2) (registered office treated as address for service).

                  • 60. Decision of Registrar to be made available to public

                    (3) The Registrar must, within 90 days of determining an application under section 58, make his decision and his reasons for it available to the public.
                    (4) He may do so by means of a website or by such other means as appear to him to be appropriate.

                  • 61. Order requiring name to be changed

                    (1) If an application under section 58 is upheld, the adjudicator shall make an order —
                    (a) requiring the respondent LLP to change its name to one that is not an offending name, and
                    (b) requiring all the respondents —
                    (i) to take all such steps as are within their power to make, or facilitate the making, of that change, and
                    (ii) not to cause or permit any steps to be taken calculated to result in another LLP being registered with a name that is an offending name.
                    (2) An "offending name" means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely —
                    (a) to be the subject of a direction under section 56 (power of Registrar to direct change of name), or
                    (b) to give rise to a further application under section 58.
                    (3) The order must specify a date by which the respondent LLP's name is to be changed and may be enforced in the same way as an order of the Court,
                    (4) If the respondent LLP's name is not changed in accordance with the order by the specified date, the Registrar may determine a new name for the LLP.
                    (5) If the Registrar determines a new name for the respondent LLP he must give notice of his determination —
                    (a) to the applicant, and
                    (b) to the respondents.
                    (6) For the purposes of this section an LLP's name is changed when the change takes effect in accordance with section 12(3) of the Limited Liability Partnerships Regulations 2015.

                  • 62. Appeal from Registrar's decision

                    (1) An appeal lies to the Court from any decision of the Registrar to uphold or dismiss an application under section 58.
                    (2) Notice of appeal against a decision upholding an application must be given before the date specified in the Registrar's notice by which the respondent LLP's name is to be changed.
                    (3) If notice of appeal is given against a decision upholding an application, the effect of the Registrar's notice is suspended.
                    (4) If on appeal the Court —
                    (a) affirms the decision of the Registrar to uphold the application, or
                    (b) reverses the decision of the Registrar to dismiss the application, the Court may (as the case may require) specify the date by which the Registrar' notice is to be complied with, remit the matter to the Registrar or make any order or determination that the Registrar might have made.
                    (5) If the Court determines a new name for the LLP it must give notice of the determination —
                    (a) to the parties to the appeal, and
                    (b) to the Registrar."

                • Other Powers of the Registrar

                  • 9. Provision of misleading information etc

                    Sections 63 and 64 apply to LLPs, modified so that they read as follows —

                    • 63. Provision of misleading information etc

                      (1) If it appears to the Registrar —
                      (a) that misleading information has been given for the purposes of an LLP's registration by a particular name, or
                      (b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,
                      the Registrar may direct the LLP to change its name.
                      (2) Any such direction —
                      (a) must be given within five years of the LLP's registration by that name, and
                      (b) must specify the period within which the LLP is to change its name.
                      (3) The Registrar may by a further direction extend the period within which the LLP is to change its name.

                      Any such direction must be given before the end of the period for the time being specified.
                      (4) A direction under this section must be in writing.
                      (5) If an LLP fails to comply with a direction under this section, a contravention of the Companies Regulations is committed by —
                      (a) the LLP, and
                      (b) every designated member of the LLP who is in default.
                      (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 7.

                    • 64. Misleading indication of activities

                      (1) If in the opinion of the Registrar the name by which an LLP is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, the Registrar may direct the LLP to change its name.
                      (2) The direction must be in writing.
                      (3) The direction must be complied with within a period of six weeks from the date of the direction or such longer period as the Registrar may think fit to allow.

                      This does not apply if an application is duly made to the Court under the following provisions.
                      (4) The LLP may apply to the Court to set the direction aside.

                      The application must be made within the period of three weeks from the date of the direction.
                      (5) The Court may set the direction aside or confirm it.

                      If the direction is confirmed, the Court shall specify the period within which the direction is to be complied with.
                      (6) If an LLP fails to comply with a direction under this section, a contravention of the Companies Regulations is committed by —
                      (a) the LLP, and
                      (b) every designated member of the LLP who is in default.
                      (7) A person who commits the contravention referred to in subsection (6) shall be liable to a fine up to level 4."

                • Trading Disclosures

                  • 10. Requirement to disclose LLP name etc

                    Sections 70 to 71 and 73 apply to LLPs, modified so that they read as follows —

                    • 70. Requirements to disclose LLP name etc

                      (1) The provisions of the Business and Company Names Rules 2015 relating to Trading Disclosures apply to LLPs.
                      (2) As they apply to LLPs —
                      (a) read references to a company as references to an LLP,
                      (b) read references to a director as references to a member of an LLP,
                      (c) read references to an officer of a company as references to a designated member of an LLP,
                      (d) in rule 19 (disclosure of names of members) of those rules —
                      (i) at the beginning of paragraph (1) insert "Subject to paragraph (3)," and
                      (ii) after paragraph (2) insert —
                      "(3) Paragraph (1) does not apply in relation to any document issued by an LLP with more than 20 members which maintains at its principal place of business a list of the names of all the members if the document states in legible characters the address of the principal place of business of the LLP and that the list of the members' names is open to inspection at that place.
                      (4) Where an LLP maintains a list of the members' names for the purposes of paragraph (3), any person may inspect the list during office hours."

                    • 71. Consequences of failure to make required disclosure

                      (1) This section applies to any legal proceedings brought by an LLP to which section 70 applies (requirement to disclose LLP name etc) to enforce a right arising out of a contract made in the course of a business in respect of which the LLP was, at the time the contract was made, in breach of the Business and Company Names Rules 2015.
                      (2) The proceedings shall be dismissed if the defendant to the proceedings shows —
                      (a) that he has a claim against the claimant arising out of the contract that he has been unable to pursue by reason of the latter's breach of the Rules, or (b) that he has suffered some financial loss in connection with the contract by reason of the claimant's breach of the Rules, unless the Court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.
                      (3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person."

                    • 73. Minor variation in form of name to be left out of account

                      (1) For the purposes of this Chapter, in considering an LLP's name no account is to be taken of —
                      (a) whether upper or lower case characters (or a combination of the two) are used,
                      (b) whether diacritical marks or punctuation are present or absent,
                      provided there is no real likelihood of names differing only in those respects being taken to be different names.
                      (2) This does not affect the operation of provisions of the Business and Company Names Rules 2015 permitting only specified characters or punctuation."

              • CHAPTER 4 AN LLP'S REGISTERED OFFICE

                • 11. General

                  Sections 74 and 75 apply to LLPs, modified so that they read as follows —

                  • 74. An LLP's registered office

                    (1) An LLP must at all times have a registered office situated in the Abu Dhabi Global Market, to which all communications and notices may be addressed.
                    (2) On the incorporation of an LLP the situation of its registered office shall be that stated in the incorporation document.

                  • 75. Change of address of registered office

                    (1) An LLP may change the address of its registered office by giving notice to the Registrar.
                    (2) The change takes effect upon the notice being registered by the Registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the LLP at the address previously registered.
                    (3) For the purposes of any duty of an LLP —
                    (a) to keep available for inspection at its registered office any register, index or other document, or
                    (b) to mention the address of its registered office in any document,
                    an LLP that has given notice to the Registrar of a change in the address of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.
                    (4) Where an LLP unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (3)(a) in circumstances in which it was not practicable to give prior notice to the Registrar of a change in the address of its registered office, but —
                    (a) resumes performance of that duty at other premises as soon as practicable, and
                    (b) gives notice accordingly to the Registrar of a change in the situation of its registered office within 14 days of doing so,
                    it is not to be treated as having failed to comply with that duty."

              • CHAPTER 5 AN LLP'S MEMBERS

                • Register Of Members

                  • 12. Requirements for register of members

                    Sections 153 to 156 apply to LLPs, modified so that they read as follows —

                    • 153. Register of members

                      (1) Every LLP must keep a register of its members.
                      (2) The register must contain the required particulars (see sections 154 (particulars of members to be registered: individuals) and 155 (particulars of members to be registered: corporate members and firms)) of each person who is a member of the LLP.
                      (3) The register must be kept available for inspection —
                      (a) at the LLP's registered office, or
                      (b) at a place specified in as a place specified in rules made by the Board under Section 996.
                      (4) The LLP must give notice to the Registrar —
                      (a) of the place at which the register is kept available for inspection, and
                      (b) of any change in that place,
                      unless it has at all times been kept at the LLP's registered office.
                      (5) The register must be open to the inspection —
                      (a) of any member of the LLP without charge, and
                      (b) of any other person on payment of such fee as may be prescribed.
                      (6) If default is made in complying with subsection (1), (2) or (3) or if default is made for 14 days in complying with subsection (4), or if an inspection required under subsection (5) is refused, a contravention of the Companies Regulations is committed by —
                      (a) the LLP, and
                      (b) every designated member of the LLP who is in default.
                      (7) A person who commits the contravention referred to in subsection (6) is liable to a level 1 fine.
                      (8) In the case of a refusal of inspection of the register, the Court may by order compel an immediate inspection of it.

                    • 154. Particulars of members to be registered: individuals

                      (1) An LLP's register of members must contain the following particulars in the case of an individual —
                      (a) name and any former name,
                      (b) a service address which must be a PO Box address with directions to the residence in the United Arab Emirates,
                      (c) the country or state in which he is usually resident,
                      (d) date of birth,
                      (e) whether he is a designated member.
                      (2) For the purposes of this section "name" means a person's forename and surname,
                      (3) For the purposes of this section a "former name" means a name by which the individual was formerly known for business purposes.

                      Where a person is or was formerly known by more than one such name, each of them must be stated.
                      (4) It is not necessary for the register to contain particulars of a former name in the following cases —
                      (a) in the case of any person, where the former name —
                      (i) was changed or disused before the person attained the age of 18 years, or
                      (ii) has been changed or disused for 20 years or more.
                      (5) A person's service address may be stated to be "The LLP's registered office".

                    • 155. Particulars of members to be registered: corporate members and firms

                      An LLP's register of members must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed —

                      (a) corporate or firm name,
                      (b) registered or principal office,
                      (c) particulars of —
                      (i) the legal form of the company or firm and the law by which it is governed, and
                      (ii) if applicable, the register in which it is entered (including details of the state) and its registration number in that register,
                      (d) whether it is a designated member.

                    • 156. Register of members' residential addresses

                      (1) Every LLP must keep a register of members' residential addresses.
                      (2) The register must state the usual residential address of each of the LLP's members.
                      (3) If a member's usual residential address is the same as his service address (as stated in the LLP's register of members), the register of members' residential addresses need only contain an entry to that effect.

                      This does not apply if his service address is stated to be "The LLP's registered office".
                      (4) If default is made in complying with this section, a contravention of the Companies Regulations is committed by —
                      (a) the LLP, and
                      (b) every designated member of the LLP who is in default.
                      (5) A person who commits the contravention referred to in subsection (4) is liable to a level 1 fine.
                      (6) This section applies only to members who are individuals, not where the member is a body corporate or a firm that is a legal person under the law by which it is governed."

                • Members' Residential Addresses: Protection From Disclosure

                  • 13. Members' residential addresses: protection from disclosure

                    Sections 226 to 232 apply to LLPs, modified so that they read as follows —

                    • 226. Protected information

                      (1) This Chapter makes provision for protecting, in the case of an LLP member who is an individual —
                      (a) information as to his usual residential address,
                      (b) the information that his service address is his usual residential address.
                      (2) That information is referred to in this Chapter as "protected information".
                      (3) Information does not cease to be protected information on the individual ceasing to be a member of the LLP.

                      References in this Chapter to a member include, to that extent, a former member.

                    • 227. Protected information: restriction on use or disclosure by LLP

                      (1) An LLP must not use or disclose protected information about any of its members, except —
                      (a) for communicating with the member concerned,
                      (b) in order to comply with any requirement of the Companies Regulations or of the Limited Liability Partnerships Regulations 2015 as to particulars to be sent to the Registrar, or
                      (c) in accordance with section 230 (disclosure under Court order).
                      (2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the member concerned.

                    • 228. Protected information: restriction on use or disclosure by Registrar

                      (1) The Registrar must omit protected information from the material on the register that is available for inspection where —
                      (a) it is contained in a document delivered to him in which such information is required to be stated, and
                      (b) in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated.
                      (2) The Registrar is not obliged —
                      (a) to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or
                      (b) to omit from the material that is available for public inspection anything registered before this Chapter comes into force.
                      (3) The Registrar must not use or disclose protected information except —
                      (a) as permitted by section 229 (permitted use or disclosure by Registrar), or
                      (b) in accordance with section 230 (disclosure under Court order).

                    • 229. Permitted use or disclosure by the Registrar

                      (1) The Registrar may use protected information for communicating with the member in question.
                      (2) The Registrar may disclose protected information —
                      (a) to a public authority specified for the purposes of this section, or
                      (b) to a credit reference agency.
                      (3) The provisions of the Companies Regulations (Address Disclosure) Rules 2015 relating to disclosure of protected information under this section apply to LLPs.
                      (4) The provisions are —
                      (a) Part 2 (disclosure of protected information),
                      (b) Part 4 (matters relating to applications), so far as relating to disclosure under this section, and
                      (c) any other provisions of the Regulations having effect for the purposes of those provisions.
                      (5) As those provisions apply to LLPs —
                      (a) references to provisions of the Companies Regulations 2015 are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2015,
                      (b) read references to a company or proposed company as references to an LLP or proposed LLP,
                      (c) read references to a director as references to a member of an LLP,
                      (d) in regulation 1(2), for the definition of "former name" substitute —
                      "former name" means a name by which an individual was formerly known and which has been notified to the Registrar under section 2 or 9 of the Limited Liability Partnerships Regulations 2015".
                      (6) In this section —

                      "credit reference agency" means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose, and

                      "public authority" includes any person or body having functions of a public nature.

                    • 230. Disclosure under Court order

                      (1) The Court may make an order for the disclosure of protected information by the LLP or by the Registrar if —
                      (a) there is evidence that service of documents at a service address other than the member's usual residential address is not effective to bring them to the notice of the member, or
                      (b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the Court, and the Court is otherwise satisfied that it is appropriate to make the order.
                      (2) An order for disclosure by the Registrar is to be made only if the LLP —
                      (a) does not have the member's usual residential address, or
                      (b) has been dissolved.
                      (3) The order may be made on the application of a liquidator, creditor or member of the LLP, or any other person appearing to the Court to have a sufficient interest.
                      (4) The order must specify the persons to whom, and purposes for which, disclosure is authorised.

                    • 231. Circumstances in which Registrar may put address on the public record

                      (1) The Registrar may put a member's usual residential address on the public record if —
                      (a) communications sent by the Registrar to the member and requiring a response within a specified period remain unanswered, or
                      (b) there is evidence that service of documents at a service address provided in place of the member's usual residential address is not effective to bring them to the notice of the member.
                      (2) The Registrar must give notice of the proposal —
                      (a) to the member, and
                      (b) to every LLP of which the Registrar has been notified that the individual is a member.
                      (3) The notice must —
                      (a) state the grounds on which it is proposed to put the member's usual residential address on the public record, and
                      (b) specify a period within which representations may be made before that is done.
                      (4) It must be sent to the member at his usual residential address, unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual's notice, in which case it may be sent to any service address provided in place of that address.
                      (5) The Registrar must take account of any representations received within the specified period.
                      (6) What is meant by putting the address on the public record is explained in section 232.

                    • 232. Putting the address on the public record

                      (1) The Registrar, on deciding in accordance with section 231 that a member's usual residential address is to be put on the public record, shall proceed as if notice of a change of registered particulars had been given —
                      (a) stating that address as the member's service address, and
                      (b) stating that the member's usual residential address is the same as his service address.
                      (2) The Registrar must give notice of having done so —
                      (a) to the member, and
                      (b) to the LLP.
                      (3) On receipt of the notice the LLP must —
                      (a) enter the member's usual residential address in its register of members as his service address, and
                      (b) state in its register of members' residential addresses that his usual residential address is the same as his service address.
                      (4) If the LLP has been notified by the member in question of a more recent address as his usual residential address, it must —
                      (a) enter that address in its register of members as the member's service address, and
                      (b) give notice to the Registrar as on a change of registered particulars.
                      (5) If an LLP fails to comply with subsection (3) or (4), a contravention of the Companies Regulations is committed by —
                      (a) the LLP, and
                      (b) every designated member of the LLP who is in default.
                      (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 2 fine.
                      (7) A member whose usual residential address has been put on the public record by the Registrar under this section may not register a service address other than his usual residential address for a period of five years from the date of the Registrar's decision."

              • CHAPTER 6 DISQUALIFICATION

                • 14. Disqualification

                  Sections 233 to 270 shall apply to LLPs, except where the context otherwise requires with the following modifications —

                  (a) references to a company or body corporate shall include a references to an LLP,
                  (b) references to the companies legislation shall include references to the Companies Regulations as they apply to LLPs, rules made thereunder and to any enactment applied by regulations to LLPs,
                  (c) references to the Insolvency Regulations 2015 shall include references to those Regulations as they apply to LLPs,
                  (d) references to a shadow director shall include references to a shadow member,
                  (e) references to a director of a company or body corporate or to an officer of a company or body corporate shall include references to a member of an LLP,
                  (f) such further modification as the context requires for the purpose of giving effect to that legislation by these rules.

              • CHAPTER 7 ACCOUNTS AND AUDIT

                • 15. General

                  Sections 367 to 374 apply to LLPs, modified so that they read as follows —

                  • 367. Scheme of this Part

                    (1) The requirements of this Part as to accounts and reports apply in relation to each financial year of an LLP.
                    (2) In certain respects different provisions apply to different kinds of LLP.
                    (3) The main distinction for this purpose is between LLPs subject to the small LLPs regime (see section 368 (LLPs subject to the small LLPs regime)) and LLPs that are not subject to that regime.
                    (4) In this Part, where provisions do not apply to all kinds of LLP, provisions applying to LLPs subject to the small LLPs regime appear before the provisions applying to other LLPs.

                  • 368. LLPs subject to the small LLPs regime

                    The small LLP regime applies to an LLP for a financial year in relation to which the LLP —

                    (a) qualifies as small (see sections 369 (general) and 370 (parent LLPs)), and
                    (b) is not excluded from the regime (see section 371 (LLPs excluded from the small LLPs regime)).

                  • 369. LLPs qualifying as small: general

                    (1) An LLP qualifies as small in relation to its first financial year if the qualifying conditions are met in that year.
                    (2) Subject to subsection (3), an LLP qualifies as small in relation to a subsequent financial year if the qualifying conditions are met in that year.
                    (3) In relation to a subsequent financial year, where on its balance sheet date an LLP meets or ceases to meet the qualifying conditions that affects its qualification as a small LLP only if it occurs in two consecutive financial years.
                    (4) The qualifying conditions are met by an LLP in a year in which it satisfies both of the following requirements —
                    1. Turnover Not more than 13.5 million US dollars
                    2. Number of employees Not more than 35
                    (5) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
                    (6) The number of employees means the average number of persons employed by the LLP in the year, determined as follows —
                    (a) find for each month in the financial year the number of persons employed under contracts of service by the LLP in that month (whether throughout the month or not),
                    (b) add together the monthly totals, and
                    (c) divide by the number of months in the financial year.
                    (7) This section is subject to section 370 (LLPs qualifying as small: parent LLPs).

                  • 370. LLPs qualifying as small: parent LLPs

                    (1) A parent LLP qualifies as a small LLP in relation to a financial year only if the group headed by it qualifies as a small group.
                    (2) A group qualifies as small in relation to the parent LLP's first financial year if the qualifying conditions are met in that year.
                    (3) Subject to subsection (4), a group qualifies as small in relation to a subsequent financial year of the parent LLP if the qualifying conditions are met in that year.
                    (4) In relation to a subsequent financial year of the parent LLP, where on the parent LLP's balance sheet date the group meets or ceases to meet the qualifying conditions, that affects the group's qualification as a small group only if it occurs in two consecutive financial years.
                    (5) The qualifying conditions are met by a group in a year in which it satisfies both of the following requirements —
                    1. Aggregate turnover Not more than 13.5 million US dollars net (or 16.2 million US dollars gross)
                    2. Aggregate number of employees Not more than 35
                    (6) The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 369 (LLPs qualifying as small: general) for each member of the group.
                    (7) In relation to the aggregate figures for turnover —

                    "net" means after any set offs and other adjustments made to eliminate group transactions in accordance with international accounting standards, and

                    "gross" means without those set offs and other adjustments.

                    An LLP may satisfy any relevant requirement on the basis of either the net or the gross figure.
                    (8) The figures for each subsidiary undertaking shall be those included in its individual accounts for the relevant financial year, that is —
                    (a) if its financial year ends with that of the parent LLP, that financial year, and
                    (b) if not, its financial year ending last before the end of the financial year of the parent LLP.
                    If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken.

                  • 371. LLPs excluded from the small LLPs regime

                    (1) The small LLPs regime does not apply to an LLP that is, or was at any time within the financial year to which the accounts relate —
                    (a) a public interest entity,
                    (b) a financial institution, or
                    (c) a member of an ineligible group.
                    (2) A group is ineligible if any of its members is —
                    (a) a public interest entity, or
                    (b) a financial institution.

                  • 372. Public interest entities and financial institutions

                    (1) For the purpose of this Part an LLP is a public interest entity in relation to a financial year if it is a public interest entity immediately before the end of the accounting reference period by reference to which that financial year was determined.
                    (2) A "public interest entity" means —
                    (a) a company that is listed or an LLP whose securities are listed, on a recognised investment exchange, or
                    (b) that is designated by the Board as a public interest entity, because of the nature of its business, its size or the number of its employees.
                    (3) For the purposes of this Part a company or an LLP is a "financial institution" in relation to a financial year if it is licensed under the Commercial Licensing Regulations 2015 as a financial institution at any time during the accounting reference period by reference to which that financial year was determined.
                    (4) The Board make rules amending or replacing the provisions of subsections (1) to (3) so as to limit or extend the application of some or all of the provisions of this Part that refer to public interest entities and/or financial institutions.

                  • 373. LLPs qualifying as micro-entities

                    (1) An LLP qualifies as a micro-entity in relation to its first financial year if the qualifying conditions are met in that year.
                    (2) Subject to subsection (3), an LLP qualifies as a micro-entity in relation to a subsequent financial year if the qualifying conditions are met in that year.
                    (3) In relation to a subsequent financial year, where on its balance sheet date a company meets or ceases to meet the qualifying conditions, that affects its qualification as a micro-entity only if it occurs in two consecutive financial years.
                    (4) The qualifying conditions are met by an LLP in a year in which it satisfies both of the following requirements —
                    1. Turnover Not more than 2.5 million US dollars
                    2. Number of employees Not more than 9
                    (5) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
                    (6) The number of employees means the average number of persons employed by the company in the year, determined as follows —
                    (a) find for each month in the financial year the number of persons employed under contracts of service by the company in that month (whether throughout the month or not),
                    (b) add together the monthly totals, and
                    (c) divide by the number of months in the financial year.
                    (7) In the case of an LLP which is a parent LLP, the LLP qualifies as a micro-entity in relation to a financial year only if —
                    (a) the LLP qualifies as a micro-entity in relation to that year, as determined by subsections (1) to (7), and
                    (b) the group headed by the LLP qualifies as a small group, as determined by section 369(2) to (6).

                  • 374. LLPs excluded from being treated as micro-entities

                    (1) The micro-entity provisions do not apply in relation to an LLP's accounts for a particular financial year if the LLP was at any time within that year an LLP excluded from the small LLPs regime by virtue of section 371 (LLPs excluded from the small LLPs regime).
                    (2) The micro-entity provisions also do not apply in relation to an LLP's accounts for a financial year if —
                    (a) the LLP is a parent LLP which prepares group accounts for that year as permitted by section 388 (option to prepare group accounts), or
                    (b) the LLP is not a parent LLP but its accounts are included in the consolidated group accounts for that year."

                • 16. Accounting records

                  Sections 375 to 378 apply to LLPs, modified so that they read as follows —

                  • 375. Duty to keep accounting records

                    (1) Every LLP must keep adequate accounting records.
                    (2) Adequate accounting records means records that are sufficient —
                    (a) to show and explain the LLP's transactions,
                    (b) to disclose with reasonable accuracy, at any time, the financial position of the LLP at that time, and
                    (c) to enable the members to ensure that any accounts required to be prepared comply with the requirements of the Companies Regulations.
                    (3) Accounting records must, in particular, contain —
                    (a) entries from day to day of all sums of money received and expended by the LLP and the matters in respect of which the receipt and expenditure takes place, and
                    (b) a record of the assets and liabilities of the LLP.
                    (4) If the LLP's business involves dealing in goods, the accounting records must contain —
                    (a) statements of stock held by the LLP at the end of each financial year of the LLP,
                    (b) all statements of stocktakings from which any statement of stock as is mentioned in subsection (4)(a) has been or is to be prepared, and
                    (c) except in the case of goods sold by way of ordinary retail trade, statements of all goods sold and purchased, showing the goods and the buyers and sellers in sufficient detail to enable all these to be identified.
                    (5) A parent LLP that has a subsidiary undertaking in relation to which the above requirements do not apply must take reasonable steps to secure that the undertaking keeps such accounting records as to enable the members of the parent LLP to ensure that any accounts required to be prepared under this Part comply with the requirements of the Companies Regulations.

                  • 376. Duty to keep accounting records: contravention

                    (1) If an LLP fails to comply with any provision of section 375 (duty to keep accounting records), a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                    (2) A person does not commit the contravention referred to in subsection (1) if he shows that he acted honestly and that in the circumstances in which the LLP's business was carried on the default was excusable.
                    (3) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 5.

                  • 377. Where and for how long records to be kept

                    (1) An LLP's accounting records —
                    (a) must be kept at its registered office or such other place as the members think fit, and
                    (b) must at all times be open to inspection by the LLP's members.
                    (2) If accounting records are kept at a place outside the Abu Dhabi Global Market, accounts and returns with respect to the business dealt with in the accounting records so kept must be sent to, and kept at, a place in the Abu Dhabi Global Market, and must at all times be open to such inspection.
                    (3) The accounts and returns to be sent to the Abu Dhabi Global Market must be such as to —
                    (a) disclose with reasonable accuracy the financial position of the business in question at intervals of not more than six months, and
                    (b) enable the members to ensure that the accounts required to be prepared under this Part comply with the requirements of the Companies Regulations.
                    (4) Accounting records that an LLP is required by section 375 (duty to keep accounting records) to keep must be preserved by it for ten years from the date on which they are made.
                    (5) Subsection (4) is subject to any provision contained in other regulation or law applicable in the Abu Dhabi Global Market.

                  • 378. Where and for how long records to be kept: contraventions

                    (1) If an LLP fails to comply with any provision of subsections (1) to (4) of section 377 (where and for how long records to be kept), a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                    (2) A person does not commit the contravention referred to in subsection (1) if he shows that he acted honestly and that in the circumstances in which the LLP's business was carried on the default was excusable.
                    (3) A member of an LLP commits a contravention of the Companies Regulations if he —
                    (a) fails to take all reasonable steps for securing compliance by the LLP with subsection (4) of that section (period for which records to be preserved), or
                    (b) intentionally causes any default by the LLP under that subsection.
                    (4) Subject to subsection (2), a person who commits the contraventions referred to in subsection (1) shall be liable to a level 2 fine.
                    (5) A person who commits the contraventions referred to in subsection (3) shall be liable to a fine of up to level 5."

                • 17. An LLP's Financial Year

                  Sections 379 to 381 apply to LLPs, modified so that they read as follows —

                  • 379. An LLP's financial year

                    (1) The financial year of an LLP is determined as follows.
                    (2) Its first financial year —
                    (a) begins with the first day of its first accounting reference period, and
                    (b) ends with the last day of that period or such other date, not more than seven days before or after the end of that period, as the members may determine.
                    (3) Subsequent financial years —
                    (a) begin with the day immediately following the end of the LLP's previous financial year, and
                    (b) end with the last day of its next accounting reference period or such other date, not more than seven days before or after the end of that period, as the members may determine.
                    (4) In relation to an undertaking that is not an LLP, references in the Companies Regulations to its financial year are to any period in respect of which a profit and loss account of the undertaking is required to be made up (by its constitution or by the law under which it is established), whether that period is a year or not.
                    (5) The members of a parent LLP must secure that, except where in their opinion there are good reasons against it, the financial year of each of its subsidiary undertakings coincides with the LLP's own financial year.

                  • 380. Accounting reference periods and accounting reference date

                    (1) An LLP's accounting reference periods are determined according to its accounting reference date in each calendar year.
                    (2) An LLP's first accounting reference period is the period of more than six months, but not more than 18 months, beginning with the date of its incorporation and ending with its accounting reference date.
                    (3) Its subsequent accounting reference periods are successive periods of twelve months beginning immediately after the end of the previous accounting reference period and ending with its accounting reference date.
                    (4) This section has effect subject to the provisions of section 381 (alteration of accounting reference date).

                  • 381. Alteration of accounting reference date

                    (1) An LLP may by notice given to the Registrar specify a new accounting reference date having effect in relation to —
                    (a) the LLP's current accounting reference period and subsequent periods, or
                    (b) the LLP's previous accounting reference period and subsequent periods.
                    An LLP's "previous accounting reference period" means the one immediately preceding its current accounting reference period.
                    (2) The notice must state whether the current or previous accounting reference period —
                    (a) is to be shortened, so as to come to an end on the first occasion on which the new accounting reference date falls or fell after the beginning of the period, or
                    (b) is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the period.
                    (3) A notice extending an LLP's current or previous accounting reference period is not effective if given less than five years after the end of an earlier accounting reference period of the LLP that was extended under this section.

                    This does not apply —
                    (a) where the LLP is in administration under Part 1 (administration) of the Insolvency Regulations 2015, or
                    (b) where the Registrar directs that it should not apply, which he may do with respect to a notice that has been given or that may be given.
                    (4) A notice under this section may not be given in respect of a previous accounting reference period if the period for filing accounts and reports for the financial year determined by reference to that accounting reference period has already expired.
                    (5) An accounting reference period may not be extended so as to exceed 18 months and a notice under this section is ineffective if the current or previous accounting reference period as extended in accordance with the notice would exceed that limit.

                    This does not apply where the LLP is in administration under Part 1 (administration) of the Insolvency Regulations 2015."

                • 18. Annual Accounts

                  Sections 382 to 396 apply to LLPs, modified so that they read as follows —

                  • 382. Accounts to give a fair representation

                    (1) The members of an LLP must not approve accounts for the purposes of this Chapter unless they are satisfied that they give a fair representation of the assets, liabilities, financial position and profit or loss —
                    (a) in the case of the LLP's individual accounts, of the LLP,
                    (b) in the case of the LLP's group accounts, of the undertakings included in the consolidation as a whole, so far as concerns members of the LLP.
                    (2) The following provisions apply to the members of an LLP which qualifies as a micro-entity in relation to a financial year (see sections 373 (LLPs qualifying as micro-entities) and 374 (LLPs excluded from being treated as micro-entities)) in their consideration of whether the individual accounts of the LLP for that year give a fair representation as required by subsection (1)(a) —
                    (a) where the accounts comprise only micro-entity minimum accounting items, the members must disregard any provision of an accounting standard which would require the accounts to contain information additional to those items,
                    (b) in relation to a micro-entity minimum accounting item contained in the accounts, the members must disregard any provision of an accounting standard which would require the accounts to contain further information in relation to that item, and
                    (c) where the accounts contain an item of information additional to the micro-entity minimum accounting items, the members must have regard to any provision of an accounting standard which relates to that item.
                    (3) The auditor of an LLP in carrying out his functions under the Companies Regulations in relation to the LLP's annual accounts must have regard to the members' duty under subsection (1).

                  • 383. Duty to prepare individual accounts

                    (1) The members of every LLP must prepare accounts for the LLP for each of its financial years unless the LLP is exempt from that requirement under section 384 (individual accounts: exemption for dormant subsidiaries).
                    (2) Accounts prepared pursuant to this section are referred to as the LLP's "individual accounts".

                  • 384. Individual accounts: exemption for dormant subsidiaries

                    (1) An LLP that is otherwise required to prepare individual accounts is exempt from this requirement for a financial year if —
                    (a) it is itself a subsidiary undertaking, and
                    (b) it has been dormant throughout the whole of that year,
                    (2) Exemption is conditional upon compliance with all of the following conditions —
                    (a) all members of the LLP must agree to the exemption in respect of the financial year in question,
                    (b) the parent undertaking must give a guarantee under section 386 (parent undertaking declaration of guarantee) in respect of that year,
                    (c) the LLP must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking,
                    (d) the parent undertaking must disclose in the notes to the consolidated accounts that the LLP is exempt from the requirement to prepare individual accounts by virtue of this section, and
                    (e) the members of the LLP must deliver to the Registrar within the period for filing the LLP's accounts and reports for that year —
                    (i) a written notice of the agreement referred to in subsection (2)(a),
                    (ii) the statement referred to in section 386(1) (parent undertaking declaration of guarantee),
                    (iii) a copy of the consolidated accounts referred to in subsection (2)(c),
                    (iv) a copy of the auditor's report on those accounts, and
                    (v) a copy of the consolidated annual report drawn up by the parent undertaking.

                  • 385. LLPs excluded from the dormant subsidiaries exemption

                    An LLP is not entitled to the exemption conferred by section 384 (individual accounts: exemption for dormant subsidiaries) if it was at any time within the financial year in question —

                    (a) a public interest entity, or
                    (b) a financial institution, or
                    (c) a member of an ineligible group (as defined in section 371(2) (LLPs excluded from the small LLPs regime))

                  • 386. Dormant subsidiaries exemption: parent undertaking declaration of guarantee

                    (1) A guarantee is given by a parent undertaking under this section when the members of the subsidiary LLP deliver to the Registrar a statement by the parent undertaking that it guarantees the subsidiary LLP under this section.
                    (2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify —
                    (a) the name of the parent undertaking,
                    (b) if the parent undertaking is incorporated in the Abu Dhabi Global Market, its registered number (if any),
                    (c) if the parent undertaking is incorporated outside the Abu Dhabi Global Market and registered in the country in which it is incorporated, the identity of the register on which it is registered and the number with which it is so registered,
                    (d) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given,
                    (e) the date of the statement, and
                    (f) the financial year to which the guarantee relates.
                    (3) A guarantee given under this section has the effect that —
                    (a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary LLP is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and
                    (b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary LLP is liable in respect of those liabilities.

                  • 387. Individual accounts: applicable accounting framework

                    (1) An LLP's individual accounts shall be prepared in accordance with international accounting standards ("IAS individual accounts").
                    (2) The Board may make rules prescribing (i) the circumstances in which other accounting standards may be adopted for the purpose of preparing an LLP's individual accounts and (ii) the other accounting standards which may be so adopted.

                  • 388. Option to prepare group accounts

                    If at the end of a financial year an LLP subject to the small LLPs regime is a parent LLP the members, as well as preparing individual accounts for the year, may prepare group accounts for the year.

                  • 389. Duty to prepare group accounts

                    (1) This section applies to LLPs that are not subject to the small LLPs regime.
                    (2) If at the end of a financial year the LLP is a parent LLP the members, as well as preparing individual accounts for the year, must prepare group accounts for the year unless the LLP is exempt from that requirement.
                    (3) Group accounts prepared in accordance with this section shall be prepared in accordance with international accounting standards ("IAS group accounts").
                    (4) The Board may make rules prescribing other accounting standards which may be adopted for the purpose of preparing group accounts.
                    (5) There are exemptions to the requirements of this section under section 390 (exemption for LLP included in group accounts of larger group).
                    (6) An LLP to which this section applies but which is exempt from the requirement to prepare group accounts, may do so.

                  • 390. Exemption for LLP included in group accounts of larger group

                    (1) An LLP is exempt from the requirement to prepare group accounts if it is itself a subsidiary undertaking, in the following cases —
                    (a) where the LLP is a wholly-owned subsidiary,
                    (b) where its parent undertaking holds more than 50% of the interests in the LLP and notice requesting the preparation of group accounts has not been served on the LLP by members holding in aggregate —
                    (i) more than half of the remaining interests in the LLP, or
                    (ii) 5% of the total interests in the LLP.
                    Such notice must be served not later than six months after the end of the financial year before that to which it relates.
                    (2) Exemption is conditional upon compliance with all of the following conditions —
                    (a) the LLP and all of its subsidiary undertakings must be included in consolidated accounts for a larger group drawn up to the same date, or to an earlier date in the same financial year, by a parent undertaking,
                    (b) those accounts and, where appropriate, the group's annual report, must be drawn up in accordance with the requirements of the Companies Regulations with respect to such accounts and reports or otherwise in a manner equivalent to consolidated accounts and consolidated annual reports so drawn up,
                    (c) the group accounts must be audited by one or more persons authorised to audit accounts under the law under which the parent undertaking which draws them up is established,
                    (d) the LLP must disclose in its individual accounts that it is exempt from the obligation to prepare and deliver group accounts,
                    (e) the LLP must state in its individual accounts the name of the parent undertaking which draws up the group accounts referred to above and —
                    (i) if it is incorporated outside the Abu Dhabi Global Market, the country in which it is incorporated, or
                    (ii) if it is unincorporated, the address of its principal place of business,
                    (f) the LLP must deliver to the Registrar, within the period for filing its accounts and reports for the financial year in question, copies of —
                    (i) the group accounts, and
                    (ii) where appropriate, the consolidated annual report,
                    (iii) together with the auditor's report on them,
                    (g) any requirement of Part 31 of the Companies Regulations as to the delivery to the Registrar of a certified translation into English must be met in relation to any document comprised in the accounts and reports delivered in accordance with subsection (2)(f).
                    (3) For the purposes of subsection (1)(b), interests held by a wholly-owned subsidiary of the parent undertaking, or held on behalf of the parent undertaking or a wholly-owned subsidiary, are attributed to the parent undertaking.

                  • 391. Consistency of financial reporting within group

                    (1) The members of a parent LLP must secure that the individual accounts of —
                    (a) the parent LLP, and
                    (b) each of its subsidiary undertakings,
                    are all prepared using the same financial reporting framework, except to the extent that in their opinion there are good reasons for not doing so.
                    (2) Subsection (1) does not apply if the members do not prepare group accounts for the parent LLP.
                    (3) Subsection (1) only applies to accounts of subsidiary undertakings that are required to be prepared under this Part.
                    (4) Subsection (1)(a) does not apply where the members of a parent LLP prepare IAS group accounts and IAS individual accounts.

                  • 392. Individual profit and loss account where group accounts prepared

                    (1) This section applies where —
                    (a) an LLP prepares group accounts in accordance with the Companies Regulations, and
                    (b) the notes to the LLP's individual balance sheet show the LLP's profit or loss for the financial year determined in accordance with the Companies Regulations.
                    (2) The LLP's individual profit and loss account need not contain the information specified in section 396 (information about employee numbers and costs).
                    (3) The LLP's individual profit and loss account must be approved in accordance with section 399(1) (approval by members) but may be omitted from the LLP's annual accounts for the purposes of the other provisions of the Companies Regulations.

                  • 393. Information about related undertakings

                    (1) The Board may make rules requiring information about related undertakings to be given in notes to an LLP's annual accounts.
                    (2) The rules —
                    (a) may make different provision according to whether or not the LLP prepares group accounts, and
                    (b) may specify the descriptions of undertaking in relation to which it applies, and make different provision in relation to different descriptions of related undertaking.
                    (3) The rules may provide that information need not be disclosed with respect to an undertaking that —
                    (a) is established under the law of a jurisdiction outside the Abu Dhabi Global Market, or
                    (b) carries on business outside the Abu Dhabi Global Market,
                    if the following conditions are met.
                    (4) The conditions are —
                    (a) that in the opinion of the members of the LLP the disclosure would be seriously prejudicial to the business of —
                    (i) that undertaking,
                    (ii) the LLP,
                    (iii) any of the LLP's subsidiary undertakings, or
                    (iv) any other undertaking which is included in the consolidation, and
                    (b) that the Registrar agrees that the information need not be disclosed.
                    Where advantage is taken of any such exemption, that fact must be stated in a note to the LLP's annual accounts.

                  • 394. Information about related undertakings: alternative compliance

                    (1) This section applies where the members of an LLP are of the opinion that the number of undertakings in respect of which the LLP is required to disclose information under any provision of a rule made under section 393 (information about related undertakings) is such that compliance with that provision would result in information of excessive length being given in notes to the LLP's annual accounts.
                    (2) The information need only be given in respect of the undertakings whose results or financial position, in the opinion of the members, principally affected the figures shown in the LLP's annual accounts.
                    (3) If advantage is taken of subsection (2) —
                    (a) there must be included in the notes to the LLP's annual accounts a statement that the information is given only with respect to such undertakings as are mentioned in that subsection, and
                    (b) the full information (both that which is disclosed in the notes to the accounts and that which is not) must be annexed to the LLP's next annual return.
                    For this purpose the "next annual return" means that next delivered to the Registrar after the accounts in question have been approved under section 399 (approval and signing of accounts).
                    (4) If an LLP fails to comply with subsection (3)(b), a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.

                  • 395. Information about off-balance sheet arrangements

                    (1) In the case of an LLP that is not subject to the small LLPs regime, if in any financial year —
                    (a) the LLP is or has been party to arrangements that are not reflected in its balance sheet, and
                    (b) at the balance sheet date the risks or benefits arising from those arrangements are material,
                    (c) the information required by this section must be given in notes to the LLP's annual accounts.
                    (2) The information required is —
                    (a) the nature and business purpose of the arrangements, and
                    (b) the financial impact of the arrangements on the LLP.
                    (3) The information need only be given to the extent necessary for enabling the financial position of the LLP to be assessed.
                    (4) If the LLP qualifies as medium-sized in relation to the financial year (see sections 438 (LLPs qualifying as medium-sized: general) to 440 (LLPs excluded from being treated as medium-sized)) it need not comply with subsection (2)(b).
                    (5) This section applies in relation to group accounts as if the undertakings included in the consolidation were a single LLP.

                  • 396. Information about employee numbers and costs

                    (1) In the case of an LLP not subject to the small LLPs regime, the following information with respect to the employees of the LLP must be given in notes to the LLP's annual accounts —
                    (a) the average number of persons employed by the LLP in the financial year, and
                    (b) the average number of persons so employed within each category of persons employed by the LLP.
                    (2) The categories by reference to which the number required to be disclosed by subsection (1)(b) is to be determined must be such as the members may select having regard to the manner in which the LLP's activities are organised.
                    (3) The average number required by subsection (1)(a) or (b) is determined by dividing the relevant annual number by the number of months in the financial year.
                    (4) The relevant annual number is determined by ascertaining for each month in the financial year —
                    (a) for the purposes of subsection (1)(a), the number of persons employed under contracts of service by the LLP in that month (whether throughout the month or not),
                    (b) for the purposes of subsection (1)(b), the number of persons in the category in question of persons so employed,
                    (c) and adding together all the monthly numbers.
                    (5) In respect of all persons employed by the LLP during the financial year who are taken into account in determining the relevant annual number for the purposes of subsection (1)(a) there must also be stated the aggregate amounts respectively of —
                    (a) wages and salaries paid or payable in respect of that year to those persons,
                    (b) social security costs incurred by the LLP on their behalf, and
                    (c) other pension costs so incurred.
                    This does not apply in so far as those amounts, or any of them, are stated elsewhere in the LLP's accounts.
                    (6) In subsection (5) —

                    "pension costs" includes any costs incurred by the LLP in respect of —
                    (a) any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the LLP,
                    (b) any sums set aside for the future payment of pensions or sums due in respect of employees' end-of service gratuity entitlements directly by the LLP to current or former employees, and
                    (c) any pensions or end-of service gratuity payments paid directly to such persons without having first been set aside,
                    "social security costs" means any contributions by the LLP to any state social security or pension scheme, fund or arrangement.
                    (7) This section applies in relation to group accounts as if the undertakings included in the consolidation were a single LLP."

                • 19. Approval and signing of accounts

                  Section 399 applies to LLPs, modified so that it reads as follows —

                  • 399. Approval and signing of accounts

                    (1) An LLP's annual accounts must be approved by the board of members and signed on behalf of the board by a member of the LLP.
                    (2) The signature must be on the LLP's balance sheet.
                    (3) If the accounts are prepared in accordance with the small LLPs regime, the balance sheet must contain, in a prominent position above the signature:
                    (a) in the case of individual accounts prepared in accordance with the micro-entity provisions, a statement to that effect, or
                    (b) in the case of accounts not prepared as mentioned in subsection (3)(a), a statement to the effect that the accounts have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime.
                    (4) If annual accounts are approved that do not comply with the requirements of the Companies Regulations, every member of the LLP who —
                    (a) knew that they did not comply, or was reckless as to whether they complied, and
                    (b) failed to take reasonable steps to secure compliance with those requirements or, as the case may be, to prevent the accounts from being approved,
                    (c) commits a contravention of the Companies Regulations.
                    (5) A person who commits the contravention referred to in subsection (4) shall be liable to a fine of up to level 5."

                • 20. Publication of Accounts and Auditor's Report

                  Sections 405 and 407 to 412 apply to LLPs, modified so that they read as follows —

                  • 405. Duty to circulate copies of annual accounts and auditor's report

                    (1) Every LLP required to prepare annual accounts must send a copy of its annual accounts and auditor's report for each financial year to —
                    (a) every member of the LLP, and
                    (b) every holder of the LLP's debentures.
                    (2) Copies need not be sent to a person for whom the LLP does not have a current address.
                    (3) An LLP has a "current address" for a person if —
                    (a) an address has been notified to the LLP by the person as one at which documents may be sent to him, and
                    (b) the LLP has no reason to believe that documents sent to him at that address will not reach him.
                    (4) Where copies are sent out over a period of days, references in the Companies Regulations to the day on which copies are sent out shall be read as references to the last day of that period."

                  • 407. Default in sending out copies of accounts and auditor's report: contraventions

                    (1) If default is made in complying with section 405 (duty to circulate copies of annual accounts and auditor's report), a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (2) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 4.

                  • 408. Right of member or debenture holder to copies of accounts and auditor's report

                    (1) A member of, or holder of debentures of, an LLP is entitled to be provided, on demand and without charge, with a copy of —
                    (a) the LLP's last annual accounts, and
                    (b) the auditor's report on those accounts (including the statement on that report).
                    (2) The entitlement under this section is to a single copy of those documents, but that is in addition to any copy to which a person may be entitled under section 405 (duty to circulate copies of annual accounts and auditor's report).
                    (3) If a demand made under this section is not complied with within seven days of receipt by the LLP, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (4) A person who commits the contravention referred to in subsection (3) shall be liable to a fine of up to level 4.

                  • 409. Name of signatory to be stated in published copies of accounts and reports

                    (1) Every copy of a document to which this section applies that is published by or on behalf of the LLP must state the name of the person who signed it on behalf of the board.
                    (2) This section applies to the LLP's balance sheet.
                    (3) If a copy is published without the required statement of the signatory's name, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

                  • 410. Requirements in connection with publication of registrable accounts

                    (1) If an LLP publishes any of its registrable accounts, they must be accompanied by the auditor's report on those accounts (unless the LLP is exempt from audit and the members have taken advantage of that exemption).
                    (2) An LLP that prepares registrable group accounts for a financial year must not publish its registrable individual accounts for that year without also publishing with them its registrable group accounts.
                    (3) An LLP's "registrable accounts" are its accounts for a financial year as required to be delivered to the Registrar under section 415 (duty to file accounts and reports with the Registrar).
                    (4) If an LLP contravenes any provision of this section, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (5) A person who commits the contravention referred to in subsection (4) shall be liable to a fine of up to level 5.

                  • 411. Requirements in connection with publication of non-registrable and other accounts

                    (1) If an LLP publishes non-registrable accounts, it must publish with them a statement indicating —
                    (a) that they are not the LLP's registrable accounts,
                    (b) whether registrable accounts dealing with any financial year with which the non-registrable accounts purport to deal have been delivered to the Registrar, and
                    (c) whether an auditor's report has been made on the LLP's registrable accounts for any such financial year, and if so whether the report —
                    (i) was qualified or unqualified, or included a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report, or
                    (ii) contained a statement under section 469(2) (accounting records or returns inadequate or accounts), or section 469(3) (failure to obtain necessary information and explanations).
                    (2) The LLP must not publish with non-registrable accounts the auditor's report on the LLP's registrable accounts.
                    (3) References in this section to the publication by an LLP of "non-registrable accounts" are to the publication of —
                    (a) any balance sheet or profit and loss account relating to, or purporting to deal with, a financial year (or any part thereof) of the LLP, or
                    (b) an account in any form purporting to be a balance sheet or profit and loss account for a group headed by the LLP relating to, or purporting to deal with, a financial year (or any part thereof) of the LLP,
                    otherwise than as part of the LLP's registrable accounts.
                    (4) In subsection (3)(b) "a group headed by the LLP" means a group consisting of the LLP and any other undertaking (regardless of whether it is a subsidiary undertaking of the LLP) other than a parent undertaking of the LLP.
                    (5) If an LLP contravenes any provision of this section, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 4.

                  • 412. Meaning of "publication" in relation to accounts and reports

                    (1) This section has effect for the purposes of —

                    section 409 (name of signatory to be stated in published copies of accounts and reports),

                    section 410 (requirements in connection with publication of registrable accounts), and

                    section 411 (requirements in connection with publication of non-registrable accounts).
                    (2) For the purposes of those sections an LLP is regarded as publishing a document if it publishes, issues or circulates it (including by making it available on a website) or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it."

                • 21. Filing of Accounts and Auditor's Report

                  Sections 415 to 421 and 423 to 427 apply to LLPs, modified so that they read as follows —

                  • 415. Duty to file accounts and reports with the Registrar

                    (1) The members of an LLP must deliver to the Registrar for each financial year the accounts and reports required by —

                    section 418 (filing obligations of LLPs subject to small LLPs regime),

                    section 419 (filing obligations of LLPs entitled to small LLPs exemption: additional requirements),

                    section 420 (filing obligations of medium-sized LLPs), and

                    section 421 (filing obligations of LLPs generally).
                    (2) This is subject to section 423 (dormant subsidiaries exempt from filing obligations).

                  • 416. Period allowed for filing accounts

                    (1) This section specifies the period allowed for the members of an LLP to comply with their obligation under section 415 (duty to file accounts and reports with the Registrar) to deliver accounts and reports for a financial year to the Registrar. This is referred to in the Companies Regulations as the "period for filing" those accounts and reports.
                    (2) The period is for an LLP, nine months after the end of the relevant accounting reference period.

                    This is subject to the following provisions of this section.
                    (3) If the relevant accounting reference period is the LLP's first and is a period of more than twelve months, the period is —
                    (a) nine months or six months, as the case may be, from the first anniversary of the incorporation of the LLP, or
                    (b) three months after the end of the accounting reference period, whichever last expires.
                    (4) If the relevant accounting reference period is treated as shortened by virtue of a notice given by the LLP under section 381 (alteration of accounting reference date), the period is —
                    (a) that applicable in accordance with the above provisions, or
                    (b) three months from the date of the notice under that section,
                    whichever last expires.
                    (5) If for any special reason the Board thinks fit it may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an LLP extend that period by such further period as may be specified in the notice.
                    (6) In this section "the relevant accounting reference period" means the accounting reference period by reference to which the financial year for the accounts in question was determined.

                  • 417. Calculation of period allowed

                    (1) This section applies for the purposes of calculating the period for filing an LLP's accounts and reports which is expressed as a specified number of months from a specified date or after the end of a specified previous period.
                    (2) Subject to the following provisions, the period ends with the date in the appropriate month corresponding to the specified date or the last day of the specified previous period.
                    (3) If the specified date, or the last day of the specified previous period, is the last day of a month, the period ends with the last day of the appropriate month (whether or not that is the corresponding date).
                    (4) If —
                    (a) the specified date, or the last day of the specified previous period, is not the last day of a month but is the 29th or 30th, and
                    (b) the appropriate month is February,
                    the period ends with the last day of February.
                    (5) "The appropriate month" means the month that is the specified number of months after the month in which the specified date, or the end of the specified previous period, falls.

                  • 418. Filing obligations of LLPs subject to small LLPs regime

                    (1) The members of an LLP subject to the small LLPs regime —
                    (a) must deliver to the Registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year, and
                    (b) may also deliver to the Registrar a copy of the LLP's profit and loss account for that year.
                    (2) The members must also deliver to the Registrar a copy of the auditor's report on the accounts that it delivers.

                    This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
                    (3) Subject to section 419 the copies of accounts and reports delivered to the Registrar must be copies of the LLP's annual accounts and reports.
                    (4) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
                    (5) The copy of the auditor's report delivered to the Registrar under this section must —
                    (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
                    (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section.

                  • 419. Filing obligations of LLPs entitled to small LLPs exemption: additional requirements

                    (1) Where an LLP prepares accounts which are deliverable to the Registrar under section 418 —
                    (a) the members may deliver to the Registrar a copy of a balance sheet drawn up as prescribed in rules made by the Board, and
                    (b) there may be omitted from the copy of the profit and loss account delivered to the Registrar such items as may be specified by the rules made under subsection (1)(a).
                    (2) Where the members of an LLP subject to the small LLPs regime deliver to the Registrar accounts, and in accordance with section 418 do not deliver to the Registrar a copy of the LLP's profit and loss account, the copy of the balance sheet delivered to the Registrar must contain in a prominent position a statement that the LLP's annual accounts have been delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime.

                  • 420. Filing obligations of medium-sized LLPs

                    (1) The members of an LLP that qualifies as a medium-sized LLP in relation to a financial year (see sections 438 (LLPs qualifying as medium-sized: general) to 440 (LLPs excluded as being treated as medium-sized)) must deliver to the Registrar a copy of the LLP's annual accounts.
                    (2) They must also deliver to the Registrar a copy of the auditor's report on those accounts.

                    This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
                    (3) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
                    (4) The copy of the auditor's report delivered to the Registrar under this section must —
                    (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
                    (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section.
                    (5) This section does not apply to LLPs within section 418 (filing obligations of LLPs subject to the small LLPs regime).

                  • 421. Filing obligations of LLPs generally

                    (1) The members of an LLP must deliver to the Registrar for each financial year of the LLP a copy of the LLP's annual accounts.
                    (2) The members to whom subsection (1) applies must also deliver to the Registrar a copy of the auditor's report on those accounts. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
                    (3) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
                    (4) The copy of the auditor's report delivered to the Registrar under this section must —
                    (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
                    (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section.
                    (5) This section does not apply to LLPs within —
                    (a) section 418 (filing obligations of LLPs subject to the small LLPs regime), or
                    (b) section 420 (filing obligations of medium-sized LLPs)."

                  • 423. Dormant subsidiaries exempt from obligation to file accounts

                    (1) The members of an LLP are not required to deliver a copy of the LLP's individual accounts to the Registrar in respect of a financial year if —
                    (a) the LLP is a subsidiary undertaking,
                    (b) it has been dormant throughout the whole of that year, and
                    (c) its parent undertaking is established under the law of the Abu Dhabi Global Market.
                    (2) Exemption is conditional upon compliance with all of the following conditions —
                    (a) all members of the LLP must agree to the exemption in respect of the financial year in question,
                    (b) the parent undertaking must give a guarantee under section 425 (parent undertaking declaration of guarantee) in respect of that year,
                    (c) the LLP must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking in accordance with international accounting standards,
                    (d) the parent undertaking must disclose in the notes to the consolidated accounts that the members of the LLP are exempt from the requirement to deliver a copy of the LLP's individual accounts to the Registrar by virtue of this section, and
                    (e) the members of the LLP must deliver to the Registrar within the period for filing the LLP's accounts and reports for that year —
                    (i) a written notice of the agreement referred to in subsection (2)(a),
                    (ii) the statement referred to in section 425(1) (parent undertaking declaration of guarantee),
                    (iii) a copy of the consolidated accounts referred to in subsection (2)(c),
                    (iv) a copy of the auditor's report on those accounts, and
                    (v) a copy of the consolidated annual report drawn up by the parent undertaking.

                  • 424. LLPs excluded from the dormant subsidiaries exemption

                    The members of an LLP are not entitled to the exemption conferred by section 423 (dormant subsidiaries) if the LLP was at any time within the financial year in question —

                    (a) a public interest entity, or
                    (b) a financial institution.

                  • 425. Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee

                    (1) A guarantee is given by a parent undertaking under this section when the members of the subsidiary LLP deliver to the Registrar a statement by the parent undertaking that it guarantees the subsidiary LLP under this section.
                    (2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify —
                    (a) the name of the parent undertaking and its registered number,
                    (b) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given,
                    (c) the date of the statement, and
                    (d) the financial year to which the guarantee relates.
                    (3) A guarantee given under this section has the effect that —
                    (a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary LLP is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and
                    (b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary LLP is liable in respect of those liabilities.

                  • 426. Default in filing accounts and reports: contraventions

                    (1) If the requirements of section 415 (duty to file accounts and reports with the Registrar) are not complied with in relation to an LLP's accounts and reports for a financial year before the end of the period for filing those accounts and reports, the LLP and every person who immediately before the end of that period was a member of the LLP, commits a contravention of the Companies Regulations.
                    (2) A person does not commit the contravention referred to in subsection (1) if he proves that he took all reasonable steps for securing that those requirements would be complied with before the end of that period, and for this purpose, it is not enough to prove that the documents in question were not in fact prepared as required by this Part.
                    (3) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 5.

                  • 427. Default in filing accounts and reports: Court order

                    (1) If —
                    (a) the requirements of section 415 (duty to file accounts and reports with the Registrar) are not complied with in relation to an LLP's accounts and reports for a financial year before the end of the period for filing those accounts and reports, and
                    (b) the members of the LLP fail to make good the default within 14 days after the service of a notice on them requiring compliance, the Court may, on the application of any member or creditor of the LLP or of the Registrar, make an order directing the members (or any of them) to make good the default within such time as may be specified in the order.
                    (2) The Court's order may provide that all costs of and incidental to the application are to be borne by the members."

                • 22. Revision of Defective Accounts

                  Sections 428 to 431 apply to LLPs, modified so that they read as follows —

                  • 428. Voluntary revision of accounts etc.

                    (1) If it appears to the members of an LLP that the LLP's annual accounts did not comply with the requirements of the Companies Regulations, they may prepare revised accounts.
                    (2) Where copies of the previous accounts have been sent out to members or delivered to the Registrar, the revisions must be confined to —
                    (a) the correction of those respects in which the previous accounts or report did not comply with the requirements of the Companies Regulations, and
                    (b) the making of any necessary consequential alterations.
                    (3) The Board may make rules as to the application of the provisions of the Companies Regulations in relation to revised annual accounts.
                    (4) The rules may, in particular —
                    (a) make different provision according to whether the previous accounts are replaced or are supplemented by a document indicating the corrections to be made,
                    (b) make provision with respect to the functions of the LLP's auditor in relation to the revised accounts,
                    (c) require the members to take such steps as may be specified in the rules where the previous accounts have been —
                    (i) sent out to members and others under section 405 (duty to circulate copies of annual accounts and auditor's report), or
                    (ii) delivered to the Registrar,
                    (d) apply the provisions of the Companies Regulations (including those imposing fines for contraventions of the Companies Regulations) subject to such additions, exceptions and modifications as are specified in the rules.

                  • 429. Registrar's notice in respect of accounts

                    (1) This section applies where —
                    (a) copies of an LLP's annual accounts have been sent out under section 405 (duty to circulate copies of annual accounts and auditor's report), or
                    (b) a copy of an LLP's annual accounts report has been delivered to the Registrar,
                    and it appears to the Registrar that there is, or may be, a question whether the accounts comply with the requirements of the Companies Regulations.
                    (2) The Registrar may give notice to the members of the LLP indicating the respects in which it appears that such a question arises or may arise.
                    (3) The notice must specify a period of not less than one month for the members to give an explanation of the accounts or prepare revised accounts.
                    (4) If at the end of the specified period, or such longer period as the Registrar may allow, it appears to the Registrar that the members have not —
                    (a) given a satisfactory explanation of the accounts, or
                    (b) revised the accounts so as to comply with the requirements of the Companies Regulations,
                    the Registrar may apply to the Court.
                    (5) The provisions of this section apply to revised annual accounts, in which case they have effect as if the references to revised accounts were references to further revised accounts.

                  • 430. Application to Court in respect of defective accounts

                    (1) An application may be made to the Court —
                    (a) by the Registrar, after having complied with section 429 (Registrar's notice in respect of accounts), or
                    (b) by a person authorised by the Registrar for the purposes of this section, for a declaration that the annual accounts of an LLP do not comply with the requirements of the Companies Regulations and for an order requiring the members of the LLP to prepare revised accounts.
                    (2) Notice of the application, together with a general statement of the matters at issue in the proceedings, shall be given by the applicant to the Registrar for registration.
                    (3) If the Court orders the preparation of revised accounts, it may give directions as to —
                    (a) the auditing of the accounts, and
                    (b) the taking of steps by the members to bring the making of the order to the notice of persons likely to rely on the previous accounts,
                    and such other matters as the Court thinks fit.
                    (4) If the Court finds that the accounts did not comply with the requirements of the Companies Regulations it may order that all or part of —
                    (a) the costs of and incidental to the application, and
                    (b) any reasonable expenses incurred by the LLP in connection with or in consequence of the preparation of revised accounts,
                    (c) are to be borne by such of the members as were party to the approval of the defective accounts.
                    For this purpose every member of the LLP at the time of the approval of the accounts shall be taken to have been a party to the approval unless he shows that he took all reasonable steps to prevent that approval.
                    (5) Where the Court makes an order under subsection (5) it shall have regard to whether the members party to the approval of the defective accounts knew or ought to have known that the accounts did not comply with the requirements of the Companies Regulations, and it may exclude one or more members from the order or order the payment of different amounts by different members.
                    (6) On the conclusion of proceedings on an application under this section, the applicant must send to the Registrar for registration a copy of the Court order or, as the case may be, give notice to the Registrar that the application has failed or been withdrawn.
                    (7) The provisions of this section apply to revised annual accounts, in which case they have effect as if the references to revised accounts were references to further revised accounts.

                  • 431. Other persons authorised to apply to the Court

                    (1) The Registrar may authorise for the purposes of section 430 (application to Court in respect of defective accounts) (a "section 430 authorisation") any person appearing to it —
                    (a) to have an interest in, and to have satisfactory procedures directed to securing, compliance by LLPs with the requirements of the Companies Regulations relating to accounts,
                    (b) to have satisfactory procedures for receiving and investigating complaints about LLPs' annual accounts, and
                    (c) otherwise to be a fit and proper person to be authorised.
                    (2) A person may be authorised generally or in respect of particular classes of case, and different persons may be authorised in respect of different classes of case.
                    (3) The Registrar may refuse to authorise a person if it considers that his authorisation is unnecessary having regard to the fact that there are one or more other persons who have been or are likely to be authorised.
                    (4) If the authorised person is an unincorporated association, proceedings brought in, or in connection with, the exercise of any function by the association as an authorised person may be brought by or against the association in the name of a body corporate whose constitution provides for the establishment of the association.
                    (5) A section 430 authorisation may contain such requirements or other provisions relating to the exercise of functions by the authorised person as appear to the Registrar to be appropriate.

                    No such authorisation is to be made unless it appears to the Registrar that the person would, if authorised, exercise his functions as an authorised person in accordance with the provisions proposed.
                    (6) Where authorisation is revoked, the Registrar may make such provision as it thinks fit with respect to pending proceedings."

                • 23. Power of authorised person to require documents etc.

                  Sections 432 to 435 and 437 to 441 apply to LLPs, modified so that they read as follows —

                  • 432. Power of authorised person to require documents, information and explanations

                    (1) This section applies where it appears to a person who is authorised under section 431 (other persons authorised to apply to the Court) that there is, or may be, a question whether an LLP's annual accounts complies with the requirements of the Companies Regulations.
                    (2) The authorised person may require any of the persons mentioned in subsection (3) to produce any document, or to provide him with any information or explanations, that he may reasonably require for the purpose of —
                    (a) discovering whether there are grounds for an application to the Court under section 430 (application to Court in respect of defective accounts), or
                    (b) deciding whether to make such an application.
                    (3) Those persons are —
                    (a) the LLP,
                    (b) any member, employee, or auditor of the LLP,
                    (c) any persons who fell within subsection (3)(b) at a time to which the document or information required by the authorised person relates.
                    (4) If a person fails to comply with such a requirement, the authorised person may apply to the Court.
                    (5) If it appears to the Court that the person has failed to comply with a requirement under subsection (2), it may order the person to take such steps as it directs for securing that the documents are produced or the information or explanations are provided.
                    (6) Nothing in this section compels any person to disclose documents or information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.
                    (7) In this section "document" includes information recorded in any form.

                  • 433. Restrictions on disclosure of information obtained under compulsory powers

                    (1) This section applies to information (in whatever form) obtained in pursuance of a requirement or order under section 432 (power of authorised person to require documents etc.) that relates to the private affairs of an individual or to any particular business.
                    (2) No such information may, during the lifetime of that individual or so long as that business continues to be carried on, be disclosed without the consent of that individual or the person for the time being carrying on that business.
                    (3) This does not apply —
                    (a) to disclosure permitted by section 434 (permitted disclosure of information obtained under compulsory powers), or
                    (b) to the disclosure of information that is or has been available to the public from another source.
                    (4) A person who discloses information in contravention of this section commits a contravention of the Companies Regulations, unless —
                    (a) he did not know, and had no reason to suspect, that the information had been disclosed under section 432 (power of authorised person to require documents, information and explanations), or
                    (b) he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                    (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.
                    (6) Where a contravention under this section is committed by a body corporate, every officer of the body who is in default also commits the contravention. For this purpose —
                    (a) any person who purports to act as director, member (but only where the body is an LLP), manager or secretary of the body is treated as an officer of the body, and
                    (b) if the body is a company, any shadow director is treated as an officer of the company.

                  • 434. Permitted disclosure of information obtained under compulsory powers

                    (1) The prohibition in section 433 (restrictions on disclosure of information obtained under compulsory powers) of the disclosure of information obtained in pursuance of a requirement or order under section 432 (power of authorised person to require documents etc.) that relates to the private affairs of an individual or to any particular business has effect subject to the following exceptions.
                    (2) It does not apply to the disclosure of information for the purpose of facilitating the carrying out by the authorised person of his functions under section 430 (application to Court in respect of defective accounts).
                    (3) It does not apply to disclosure to —
                    (a) the Board,
                    (b) the Registrar, or
                    (c) the Financial Services Regulator.
                    (4) It does not apply to disclosure —
                    (a) for the purpose of assisting a body designated by rules to monitor auditors,
                    (b) with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an accountant or auditor of his professional duties,
                    (c) for the purpose of enabling or assisting the Board to exercise its functions under any law or regulation applicable to the Abu Dhabi Global Market.
                    (5) It does not apply to disclosure to a body exercising functions of a public nature under legislation in any jurisdiction outside the Abu Dhabi Global Market that appear to the authorised person to be similar to his functions under section 430 (application to Court in respect of defective accounts) for the purpose of enabling or assisting that body to exercise those functions.
                    (6) In determining whether to disclose information to a body in accordance with subsection (5), the authorised person must have regard to the following considerations —
                    (a) whether the use which the body is likely to make of the information is sufficiently important to justify making the disclosure,
                    (b) whether the body has adequate arrangements to prevent the information from being used or further disclosed other than —
                    (i) for the purposes of carrying out the functions mentioned in that subsection, or
                    (ii) for other purposes substantially similar to those for which information disclosed to the authorised person could be used or further disclosed.

                  • 435. Power to amend categories of permitted disclosure

                    (1) The Board may make rules amending section 434(3), (4) and (5) (permitted disclosure of information obtained under compulsory powers).
                    (2) Rules under this section must not —
                    (a) amend subsection (3) of that section (Abu Dhabi Global Market public authorities) by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function),
                    (b) amend subsection (4) of that section (purposes for which disclosure permitted) by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature,
                    (c) amend subsection (5) of that section (overseas regulatory authorities) so as to have the effect of permitting disclosures to be made to a body other than one that exercises functions of a public nature in a jurisdiction outside the Abu Dhabi Global Market."

                  • 437. Accounting standards

                    (1) In this Part "accounting standards" means international accounting standards or such other standard accounting practice as may be prescribed by rules made by the Board.
                    (2) References in this Part to accounting standards applicable to an LLP's annual accounts are to such standards as are, in accordance with their terms, relevant to the LLP's circumstances and to the accounts.
                    (3) Rules under this section may contain such transitional and other supplementary and incidental provisions as appear to the Board to be appropriate."

                  • 438. LLPs qualifying as medium-sized: general

                    (1) An LLP qualifies as medium-sized in relation to its first financial year if the qualifying conditions are met in that year,
                    (2) An LLP qualifies as medium-sized in relation to a subsequent financial year —
                    (a) if the qualifying conditions are met in that year and the preceding financial year,
                    (b) if the qualifying conditions are met in that year and the LLP qualified as medium-sized in relation to the preceding financial year,
                    (c) if the qualifying conditions were met in the preceding financial year and the LLP qualified as medium-sized in relation to that year.
                    (3) The qualifying conditions are met by an LLP in a year in which it satisfies both of the following requirements —
                    1. Turnover Not more than 68 million US dollars
                    2. Number of employees Not more than 75
                    (4) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
                    (5) The number of employees means the average number of persons employed by the LLP in the year, determined as follows —
                    (a) find for each month in the financial year the number of persons employed under contracts of service by the company in that month (whether throughout the month or not),
                    (b) add together the monthly totals, and
                    (c) divide by the number of months in the financial year.
                    (6) This section is subject to section 439 (LLPs qualifying as medium-sized: parent LLPs).

                  • 439. LLPs qualifying as medium-sized: parent LLPs

                    (1) A parent LLP qualifies as a medium-sized LLP in relation to a financial year only if the group headed by it qualifies as a medium-sized group.
                    (2) A group qualifies as medium-sized in relation to the parent LLP's first financial year if the qualifying conditions are met in that year.
                    (3) A group qualifies as medium-sized in relation to a subsequent financial year of the parent LLP —
                    (a) if the qualifying conditions are met in that year and the preceding financial year,
                    (b) if the qualifying conditions are met in that year and the group qualified as medium-sized in relation to the preceding financial year,
                    (c) if the qualifying conditions were met in the preceding financial year and the group qualified as medium-sized in relation to that year.
                    (4) The qualifying conditions are met by a group in a year in which it satisfies both of the following requirements —
                    1. Aggregate turnover Not more than 68 million US dollars
                    2. Number of employees Not more than 75
                    (5) The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 438 (LLPs qualifying as medium-sized: general) for each member of the group.
                    (6) In relation to the aggregate figures for turnover —

                    "net" means after any set-offs and other adjustments made to eliminate group transactions in accordance with international accounting standards, and

                    "gross" means without those set-offs and other adjustments.

                    An LLP may satisfy any relevant requirement on the basis of either the net or the gross figure.
                    (7) The figures for each subsidiary undertaking shall be those included in its individual accounts for the relevant financial year, that is —
                    (a) if its financial year ends with that of the parent company, that financial year, and
                    (b) if not, its financial year ending last before the end of the financial year of the parent company.
                    If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken.

                  • 440. LLPs excluded from being treated as medium-sized

                    (1) An LLP is not entitled to take advantage of any of the provisions of this Part relating to LLPs qualifying as medium-sized if it was at any time within the financial year in question —
                    (a) a public interest entity,
                    (b) a financial institution,
                    (c) a member of an ineligible group.
                    (2) A group is ineligible if any of its members is —
                    (a) a public interest entity,
                    (b) a financial institution.

                  • 441. General power to make further provision about accounts and reports

                    (1) The Board may make rules about —
                    (a) the accounts that LLPs are required to prepare,
                    (b) the categories of LLPs required to prepare accounts of any description,
                    (c) the form and content of the accounts that LLPs are required to prepare,
                    (d) the obligations of LLPs and others as regards —
                    (i) the approval of accounts,
                    (ii) the sending of accounts to members and others,
                    (iii) the delivery of copies of accounts to the Registrar, and
                    (iv) the publication of accounts.
                    (2) The rules may amend this Part by adding, altering or repealing provisions.
                    (3) But they must not amend (other than consequentially) —
                    (a) section 382 (accounts to give a fair representation), or
                    (b) the provisions of Chapter 9 (revision of defective accounts).
                    (4) The rules may impose fines (up to a maximum of level 3) for contraventions of the rules."

                • 24. Supplementary Provisions

                  Sections 442 and 444 to 446 apply to LLPs, modified so that they read as follows —

                  • 442. Preparation and filing of accounts in other relevant currencies

                    (1) The amounts set out in the annual accounts of an LLP shall be shown in United States Dollars and may also be shown in the same accounts translated into any other relevant currency.
                    (2) When complying with section 415 (duty to file accounts and reports with the Registrar), the members of an LLP may deliver to the Registrar an additional copy of the LLP's annual accounts in which the amounts have been translated into any other relevant currency.
                    (3) In both cases —
                    (a) the amounts must have been translated at the exchange rate prevailing on the date to which the balance sheet is made up, and
                    (b) that rate must be disclosed in the notes to the accounts.
                    (4) Subsection (3)(b) does not apply to the individual accounts of an LLP for a financial year in which the LLP qualifies as a micro-entity (see sections 373 (LLPs qualifying as micro-entities) and 374 (LLPs excluded from being treated as micro-entities)).
                    (5) For the purposes of sections 410 and 411 (requirements in connection with published accounts) any additional copy of the LLP's annual accounts delivered to the Registrar under subsection (2) above shall be treated as registrable accounts of the LLP.

                    In the case of such a copy, references in those sections to the auditor's report on the LLP's annual accounts shall be read as references to the auditor's report on the annual accounts of which it is a copy."

                  • 444. Meaning of "annual accounts" and related expressions

                    (1) In this Part an LLP's "annual accounts", in relation to a financial year, means —
                    (a) any individual accounts prepared by the LLP for that year (see section 383 (duty to prepare individual accounts)), and
                    (b) any group accounts prepared by the LLP for that year (see sections 388 (option to prepare group accounts) and 389 (duty to prepare group accounts)).
                    This is subject to section 392 (option to omit individual profit and loss account from annual accounts where information given in notes to the individual balance sheet).
                    (2) An LLP's "annual accounts" for a financial year are —
                    (a) its annual accounts, and
                    (b) the auditor's report on those accounts (unless the LLP is exempt from audit).

                  • 445. Notes to the accounts

                    (1) Information required by this Part to be given in notes to an LLP's annual accounts may be contained in the accounts or in a separate document annexed to the accounts.
                    (2) References in this Part to an LLP's annual accounts, or to a balance sheet or profit and loss account, include notes to the accounts giving information which is required by any provision of the Companies Regulations or international accounting standards, and required or allowed by any such provision to be given in a note to LLP accounts.

                  • 446. Minor definitions

                    (1) In this Part —

                    "group" means a parent undertaking and its subsidiary undertakings,

                    "included in the consolidation", in relation to group accounts, or "included in consolidated group accounts", means that the undertaking is included in the accounts by the method of full (and not proportional) consolidation, and references to an undertaking excluded from consolidation shall be construed accordingly,

                    "international accounting standards" means the international accounting standards specified as such in rules made by the Board,

                    "micro-entity minimum accounting item" means an item of information required by this Part or by rules made by the Board under this Part to be contained in the individual accounts of an LLP for a financial year in relation to which it qualifies as a micro-entity (see sections 373 (LLPs qualifying as micro-entities) and 374 (LLPs excluded from being treated as micro-entities)),

                    "micro-entity provisions" means any provisions of this Part, Part 15 or rules made by the Board under this Part relating specifically to the individual accounts of an LLP which qualifies as a micro-entity,

                    "profit and loss account", includes an income statement or other equivalent financial statement required to be prepared by international accounting standards,

                    "turnover", in relation to an LLP, means the amounts derived from the provision of goods and services falling within the LLP's ordinary activities, after deduction of —
                    (a) trade discounts,
                    (b) value added tax, and
                    (c) any other taxes based on the amounts so derived.
                    (2) In the case of an undertaking not trading for profit, any reference in this Part to a profit and loss account is to an income and expenditure account.

                    References to profit and loss and, in relation to group accounts, to a consolidated profit and loss account shall be construed accordingly."

                • 25. Audit

                  Sections 447 to 456 apply to LLPs, modified so that they read as follows —

                  • 447. Requirement for audited accounts and public interest entities and financial institutions

                    (1) An LLP's annual accounts for a financial year must be audited in accordance with this Part unless the LLP is exempt from audit under —

                    section 449 (small LLPs),

                    section 452 (subsidiary LLPs), or

                    section 455 (dormant LLPs).
                    (2) An LLP is not entitled to any such exemption unless its balance sheet contains a statement by the members to that effect.
                    (3) An LLP is not entitled to exemption under any of the provisions mentioned in subsection (1) unless its balance sheet contains a statement by the members to the effect that —
                    (a) the members have not required the LLP to obtain an audit of its accounts for the year in question in accordance with section 448 (right of members to require audit), and
                    (b) the members acknowledge their responsibilities for complying with the requirements of the Companies Regulations with respect to accounting records and the preparation of accounts.
                    (4) The statement required by subsection (2) or (3) must appear on the balance sheet above the signature required by section 399 (approval and signing of accounts).
                    (5) In this Part, "public interest entity" and "financial institution" shall have the meaning given to them in section 372 (public interest entities and financial institutions).

                  • 448. Right of members to require audit

                    (1) The members of an LLP that would otherwise be entitled to exemption from audit under any of the provisions mentioned in section 447(1) (exemptions from audit of annual accounts) may by notice under this section require it to obtain an audit of its accounts for a financial year.
                    (2) The notice must be given by not less than 10% in number of the members of the LLP.
                    (3) The notice may not be given before the financial year to which it relates and must be given not later than one month before the end of that year.

                  • 449. Small LLPs: conditions for exemption from audit

                    (1) An LLP that qualifies as a small LLP in relation to a financial year is exempt from the requirements of the Companies Regulations relating to the audit of accounts for that year.

                    For the purposes of this section whether an LLP qualifies as a small LLP shall be determined in accordance with section 369 (LLPs qualifying as small).
                    (2) This section has effect subject to —

                    section 447(2) and (3) (requirements as to statements to be contained in balance sheet),

                    section 448 (right of members to require audit),

                    section 450 (LLPs excluded from small LLPs exemption), and

                    section 451 (availability of small LLPs exemption in case of group LLP).

                  • 450. LLPs excluded from small LLPs exemption

                    An LLP is not entitled to the exemption conferred by section 449 (small LLPs) if it was at any time within the financial year in question —

                    (a) a public interest entity, or
                    (b) a financial institution.

                  • 451. Availability of small LLPs exemption in case of group LLP

                    (1) An LLP is not entitled to the exemption conferred by section 449 (small LLPs) in respect of a financial year during any part of which it was a group LLP unless —
                    (a) the group —
                    (i) qualifies as a small group in relation to that financial year, and
                    (ii) was not at any time in that year an ineligible group, or
                    (b) subsection (2) applies.
                    (2) An LLP is not excluded by subsection (1) if, throughout the whole of the period or periods during the financial year when it was a group LLP, it was both a subsidiary undertaking and dormant.
                    (3) In this section —
                    (a) "group LLP" means an LLP that is a parent LLP or a subsidiary undertaking, and
                    (b) the group", in relation to a group LLP, means that LLP together with all its associated undertakings.
                    For this purpose undertakings are associated if one is a subsidiary undertaking of the other or both are subsidiary undertakings of a third undertaking.
                    (4) For the purposes of this section —
                    (a) whether a group qualifies as small shall be determined in accordance with section 370 (LLPs qualifying as small: parent LLPs), and
                    (b) "ineligible group" has the meaning given by section 371(2) (LLPs excluded from the small LLPs regime)
                    (5) The provisions mentioned in subsection (4) apply for the purposes of this section as if all the bodies corporate in the group were LLPs.

                  • 452. Subsidiary LLPs: conditions for exemption from audit

                    (1) An LLP is exempt from the requirements of the Companies Regulations relating to the audit of individual accounts for a financial year if —
                    (a) it is itself a subsidiary undertaking, and
                    (b) its parent undertaking is established under the law of the Abu Dhabi Global Market.
                    (2) Exemption is conditional upon compliance with all of the following conditions —
                    (a) all members of the LLP must agree to the exemption in respect of the financial year in question,
                    (b) the parent undertaking must give a guarantee under section 454 (parent undertaking declaration of guarantee) in respect of that year,
                    (c) the LLP must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking in accordance with international accounting standards,
                    (d) the parent undertaking must disclose in the notes to the consolidated accounts that the LLP is exempt from the requirements of the Companies Regulations relating to the audit of individual accounts by virtue of this section, and
                    (e) the members of the LLP must deliver to the Registrar on or before the date that they file the accounts for that year —
                    (i) a written notice of the agreement referred to in subsection (2)(a),
                    (ii) the statement referred to in section 454(1),
                    (iii) a copy of the consolidated accounts referred to in subsection (2)(c),
                    (iv) a copy of the auditor's report on those accounts, and (v) a copy of the consolidated annual report drawn up by the parent undertaking.
                    (3) This section has effect subject to —

                    section 447(2) and (3) (requirements as to statements contained in balance sheet), and

                    section 448 (right of members to require audit).

                  • 453. LLPs excluded from the subsidiary LLPs audit exemption

                    An LLP is not entitled to the exemption conferred by section 452 (subsidiary LLPs) if it was at any time within the financial year in question —

                    (a) an LLP whose securities are listed on a recognised investment exchange, or
                    (b) a financial institution.

                  • 454. Subsidiary LLPs audit exemption: parent undertaking declaration of guarantee

                    (1) A guarantee is given by a parent undertaking under this section when the members of the subsidiary LLP deliver to the Registrar a statement by the parent undertaking that it guarantees the subsidiary LLP under this section.
                    (2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify —
                    (a) the name of the parent undertaking and its registered number,
                    (b) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given,
                    (c) the date of the statement, and
                    (d) the financial year to which the guarantee relates.
                    (3) A guarantee given under this section has the effect that —
                    (a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary LLP is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and
                    (b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary LLP is liable in respect of those liabilities.

                  • 455. Dormant LLPs: conditions for exemption from audit

                    (1) An LLP is exempt from the requirements of the Companies Regulations relating to the audit of accounts in respect of a financial year if —
                    (a) it has been dormant since its formation, or
                    (b) it has been dormant since the end of the previous financial year and the following conditions are met.
                    (2) The conditions are that the LLP —
                    (a) as regards its individual accounts for the financial year in question —
                    (i) is entitled to prepare accounts in accordance with the small LLPs regime (see sections 368 (LLPs subject to the small LLPs regime) to 371 (LLPs excluded from the small LLPs regime)), and
                    (ii) is not required to prepare group accounts for that year.
                    (3) This section has effect subject to —

                    section 447(2) and (3) (requirements as to statements to be contained in balance sheet),

                    section 448 (right of members to require audit), and

                    section 456 (LLPs excluded from dormant LLPs exemption).

                  • 456. LLPs excluded from dormant LLPs exemption

                    An LLP is not entitled to the exemption conferred by section 455 (dormant LLPs) if it was at any time within the financial year in question licensed under the Commercial Licensing Regulations 2015 as a financial institution."

                • 26. Appointment of Auditors

                  Sections 457 to 460 and 464 to 466 apply to LLPs, modified so that they read as follows —

                  • 457. Appointment of auditors of LLPs: general

                    (1) An auditor or auditors of an LLP must be appointed for each financial year of the LLP, unless the members reasonably resolve otherwise on the ground that audited accounts are unlikely to be required.
                    (2) For each financial year for which an auditor or auditors is or are to be appointed (other than the LLP's first financial year), the appointment must be made before the end of the period of 28 days beginning with —
                    (a) the end of the time allowed for sending out copies of the LLP's annual accounts and reports for the previous financial year (see section 405 (duty to circulate copies of annual accounts and auditor's report)), or
                    (b) if earlier, the day on which copies of the LLP's annual accounts and reports for the previous financial year are sent out under section 405 (duty to circulate copies of annual accounts and auditor's report).
                    This is the "period for appointing auditors".
                    (3) The members may appoint an auditor or auditors of the LLP —
                    (a) at any time before the LLP's first period for appointing auditors,
                    (b) following a period during which the LLP (being exempt from audit) did not have any auditor, at any time before the LLP's next period for appointing auditors, or
                    (c) to fill a casual vacancy in the office of auditor.
                    (4) The members may appoint an auditor or auditors —
                    (a) during a period for appointing auditors,
                    (b) if the LLP should have appointed an auditor or auditors during a period for appointing auditors but failed to do so, or
                    (c) where the members had power to appoint under subsection (3) but have failed to make an appointment.
                    (5) An auditor or auditors of an LLP may only be appointed —
                    (a) in accordance with this section,
                    (b) in accordance with section 458 (default power of Registrar), or
                    This is without prejudice to any deemed re-appointment under section 459 (term of office of auditors of LLPs).

                  • 458. Appointment of auditors of LLPs: default power of Registrar

                    (1) If an LLP fails to appoint an auditor or auditors in accordance with section 457 (appointment of auditors of LLPs: general), the Registrar may appoint one or more persons to fill the vacancy.
                    (2) Where subsection (2) of that section applies and the LLP fails to make the necessary appointment before the end of the period for appointing auditors, the LLP must within one week of the end of that period give notice to the Registrar of its power having become exercisable.
                    (3) If an LLP fails to give the notice required by this section, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every designated member of the LLP who is in default.
                    (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

                  • 459. Term of office of auditors of LLPs

                    (1) An auditor or auditors of an LLP hold office in accordance with the terms of their appointment, subject to the requirements that —
                    (a) they do not take office until any previous auditor or auditors cease to hold office, and
                    (b) they cease to hold office at the end of the next period for appointing auditors unless re-appointed.
                    (2) Where no auditor has been appointed by the end of the next period for appointing auditors, any auditor in office immediately before that time is deemed to be re-appointed at that time, unless —
                    (a) the LLP agreement requires actual re-appointment, or
                    (b) the deemed re-appointment is prevented by the members under section 460 (prevention by members of deemed re-appointment of auditor), or
                    (c) the members have determined that he should not be re-appointed, or
                    (d) the members have determined that no auditor or auditors should be appointed for the financial year in question.
                    (3) This is without prejudice to the provisions of this Part as to removal and resignation of auditors.
                    (4) No account shall be taken of any loss of the opportunity of deemed reappointment under this section in ascertaining the amount of any compensation or damages payable to an auditor on his ceasing to hold office for any reason.

                  • 460. Prevention by members of deemed re-appointment of auditor

                    (1) An auditor of an LLP is not deemed to be re-appointed under section 459(2) if the LLP has received notices under this section from members representing at least the requisite percentage of the total voting rights in the LLP that the auditor should not be re-appointed.
                    (2) The "requisite percentage" is 5%, or such lower percentage as is specified for this purpose in the LLP agreement.
                    (3) A notice under this section —
                    (a) may be in hard copy or electronic form,
                    (b) must be authenticated by the person or persons giving it, and
                    (c) must be received by the LLP before the end of the accounting reference period immediately."

                  • 464. Fixing of auditor's remuneration

                    (1) The remuneration of an auditor appointed by the members of an LLP must be fixed by the members or in such manner as the members may determine.
                    (2) The remuneration of an auditor appointed by the Registrar must be fixed by the Registrar.
                    (3) For the purposes of this section "remuneration" includes sums paid in respect of expenses.
                    (4) This section applies in relation to benefits in kind as to payments of money.

                  • 465. Disclosure of terms of audit appointment

                    (1) The Board may make rules for securing the disclosure of the terms on which an LLP's auditor is appointed, remunerated or performs his duties.

                    Nothing in the following provisions of this section affects the generality of this power.
                    (2) The rules may —
                    (a) require disclosure of —
                    (i) a copy of any terms that are in writing, and
                    (ii) a written memorandum setting out any terms that are not in writing,
                    (b) require disclosure to be at such times, in such places and by such means as are specified in the rules,
                    (c) require the place and means of disclosure to be stated —
                    (i) in a note to the LLP's annual accounts (in the case of its individual accounts) or in such manner as is specified in the rules (in the case of group accounts), or
                    (ii) in the auditor's report on the LLP's annual accounts.
                    (3) The provisions of this section apply to a variation of the terms mentioned in subsection (1) as they apply to the original terms.

                  • 466. Disclosure of services provided by auditor or associates and related remuneration

                    (1) The Board may make rules for securing the disclosure of —
                    (a) the nature of any services provided for an LLP by the LLP's auditor (whether in his capacity as auditor or otherwise) or by his associates,
                    (b) the amount of any remuneration received or receivable by an LLP's auditor, or his associates, in respect of any such services.
                    Nothing in the following provisions of this section affects the generality of this power.
                    (2) The rules may provide —
                    (a) for disclosure of the nature of any services provided to be made by reference to any class or description of services specified in the rules (or any combination of services, however described),
                    (b) for the disclosure of amounts of remuneration received or receivable in respect of services of any class or description specified in the rules (or any combination of services, however described),
                    (c) for the disclosure of separate amounts so received or receivable by the LLP's auditor or any of his associates, or of aggregate amounts so received or receivable by all or any of those persons.
                    (3) The rules may —
                    (a) provide that "remuneration" includes sums paid in respect of expenses,
                    (b) apply to benefits in kind as well as to payments of money, and require the disclosure of the nature of any such benefits and their estimated money value,
                    (c) apply to services provided for associates of an LLP as well as to those provided for an LLP,
                    (d) define "associate" in relation to an auditor and a company respectively.
                    (4) The rules may provide that any disclosure required by the rules is to be made —
                    (a) in a note to the LLP's annual accounts (in the case of its individual accounts) or in such manner as is specified in the rules (in the case of group accounts), or
                    (b) in the auditor's report on the LLP's annual accounts.
                    (5) If the rules provide that any such disclosure is to be made as mentioned in subsection (4)(a) the rules may require the auditor to supply the members of the LLP with any information necessary to enable the disclosure to be made.

                • 27. Functions of Auditor

                  Sections 467 and 469 to 478 apply to LLPs, modified so that they read as follows —

                  • 467. Auditor's report on LLP's annual accounts

                    (1) An LLP's auditor must make a report to the LLP's members on all annual accounts of the LLP of which copies are, during his tenure of office to be sent out to members under section 405 (duty to circulate copies of annual accounts and auditor's report),
                    (2) The auditor's report must include —
                    (a) an introduction identifying the annual accounts that are the subject of the audit and the financial reporting framework that has been applied in their preparation, and
                    (b) a description of the scope of the audit identifying the auditing standards in accordance with which the audit was conducted.
                    (3) The report must state clearly whether, in the auditor's opinion, the annual accounts —
                    (a) fairly present —
                    (i) in the case of an individual balance sheet, the state of affairs of the LLP as at the end of the financial year,
                    (ii) in the case of an individual profit and loss account, the profit or loss of the LLP for the financial year,
                    (iii) in the case of group accounts, the state of affairs as at the end of the financial year and of the profit or loss for the financial year of the undertakings included in the consolidation as a whole, so far as concerns members of the LLP,
                    (j) have been properly prepared in accordance with the relevant financial reporting framework, and
                    (k) have been prepared in accordance with the requirements of the Companies Regulations.

                    Expressions used in this subsection or subsection (4) that are defined for the purposes of Part 14 (see sections 437 (accounting standards), 444 (meaning of "annual accounts" and related expressions) and 446 (minor definitions)) have the same meaning as in that Part.
                    (4) The following provisions apply to the auditors of an LLP which qualifies as a micro-entity in relation to a financial year (see sections 373 (LLPs qualifying as micro-entities) and 374 (LLPs excluded from being treated as micro-entities)) in their consideration of whether the individual accounts of the LLP for that year give a fair representation as mentioned in subsection (3)(a) —
                    (a) where the accounts comprise only micro-entity minimum accounting items, the auditors must disregard any provision of an accounting standard which would require the accounts to contain information additional to those items,
                    (b) in relation to a micro-entity minimum accounting item contained in the accounts, the auditors must disregard any provision of an accounting standard which would require the accounts to contain further information in relation to that item, and
                    (c) where the accounts contain an item of information additional to the microentity minimum accounting items, the auditors must have regard to any provision of an accounting standard which relates to that item.
                    (5) The auditor's report —
                    (a) must be either unqualified or qualified, and
                    (b) must include a reference to any matters to which the auditor wishes to draw attention by way of emphasis without qualifying the report."

                  • 469. Duties of auditor

                    (1) An LLP's auditor, in preparing his report, must carry out such investigations as will enable him to form an opinion as to —
                    (a) whether adequate accounting records have been kept by the LLP and returns adequate for their audit have been received from branches not visited by him, and
                    (b) whether the LLP's individual accounts are in agreement with the accounting records and returns.
                    (2) If the auditor is of the opinion —
                    (a) that adequate accounting records have not been kept, or that returns adequate for their audit have not been received from branches not visited by him, or
                    (b) that the LLP's individual accounts are not in agreement with the accounting records and returns, the auditor shall state that fact in his report.
                    (3) If the auditor fails to obtain all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit, he shall state that fact in his report.
                    (4) If the members of the LLP have prepared accounts in accordance with the small LLPs regime, and in the auditor's opinion they were not entitled to do so, the auditor shall state that fact in his report.

                  • 470. Auditor's general right to information

                    (1) An auditor of an LLP —
                    (a) has a right of access at all times to the LLP's books, accounts and vouchers (in whatever form they are held), and
                    (b) may require any of the following persons to provide him with such information or explanations as he thinks necessary for the performance of his duties as auditor.
                    (2) Those persons are —
                    (a) any member or employee of the LLP,
                    (b) any person holding or accountable for any of the LLP's books, accounts or vouchers,
                    (c) any subsidiary undertaking of the LLP which is a body corporate incorporated in the Abu Dhabi Global Market,
                    (d) any officer, employee or auditor of any such subsidiary undertaking or any person holding or accountable for any books, accounts or vouchers of any such subsidiary undertaking,
                    (e) any person who fell within any of subsection (2)(a) to (d) at a time to which the information or explanations required by the auditor relates or relate.
                    (3) Nothing in this section compels a person to disclose information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.

                  • 471. Auditor's right to information from overseas subsidiary undertakings

                    (1) Where a parent LLP has a subsidiary undertaking that is not a body corporate incorporated in the Abu Dhabi Global Market, the auditor of the parent LLP may require it to obtain from any of the following persons such information or explanations as he may reasonably require for the purposes of his duties as auditor.
                    (2) Those persons are —
                    (a) the undertaking,
                    (b) any officer, employee or auditor of the undertaking,
                    (c) any person holding or accountable for any of the undertaking's books, accounts or vouchers,
                    (d) any person who fell within subsection (2)(b) or (c) at a time to which the information or explanations relates or relate.
                    (3) If so required, the parent LLP must take all such steps as are reasonably open to it to obtain the information or explanations from the person concerned.
                    (4) Nothing in this section compels a person to disclose information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.

                  • 472. Auditor's rights to information: contraventions

                    (1) A person commits a contravention of the Companies Regulations who knowingly or recklessly makes to an auditor of an LLP a statement (oral or written) that —
                    (a) conveys or purports to convey any information or explanations which the auditor requires, or is entitled to require, under section 470 (auditor's general right to information), and
                    (b) is misleading, false or deceptive in a material particular.
                    (2) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 5.
                    (3) A person who fails to comply with a requirement under section 470 (auditor's general right to information) without delay commits a contravention of the Companies Regulations unless it was not reasonably practicable for him to provide the required information or explanations.
                    (4) If a parent LLP fails to comply with section 471 (auditor's right to information from overseas subsidiary undertakings), a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (5) A person who commits the contravention referred to in subsection (3) shall be liable to a fine of up to level 4.
                    (6) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.
                    (7) Nothing in this section affects any right of an auditor to apply for an injunction to enforce any of his rights under section 470 (general right to information) or 471 (right to information from overseas subsidiary undertakings).

                  • 473. Auditor's rights in relation to meetings

                    (1) An LLP's auditor is entitled —
                    (a) to receive all notices of, and other communications relating to, any meeting which a member of the LLP is entitled to receive, where any part of the business of the meeting concerns them as auditors,
                    (b) to attend any meeting of the LLP where any part of the business of the meeting concerns them as auditors, and
                    (c) to be heard at any meeting which he attends on any part of the business of the meeting which concerns him as auditor.
                    (2) Where the auditor is a firm, the right to attend or be heard at a meeting is exercisable by an individual authorised by the firm in writing to act as its representative at the meeting.

                  • 474. Signature of auditor's report

                    (1) The auditor's report must state the name of the auditor and be signed and dated.
                    (2) Where the auditor is an individual, the report must be signed by him.
                    (3) Where the auditor is a firm, the report must be signed by the senior auditor in his own name, for and on behalf of the auditor.

                  • 475. Senior auditor

                    (1) The senior auditor means the individual identified by the firm as senior auditor in relation to the audit in accordance with —
                    (a) standards issued by the Board, or
                    (b) if there is no applicable standard so issued, any relevant guidance issued by —
                    (i) the Board, or
                    (ii) a body appointed by the Board.
                    (2) The person identified as senior auditor must be eligible for appointment as auditor of the LLP in question (see Chapter 2 of Part 35 of the Companies Regulations).
                    (3) The senior auditor is not, by reason of being named or identified as senior auditor or by reason of his having signed the auditor's report, subject to any civil liability to which he would not otherwise be subject.

                  • 476. Names to be stated in published copies of auditor's report

                    (1) Every copy of the auditor's report that is published by or on behalf of the LLP must —
                    (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
                    (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section.
                    (2) For the purposes of this section an LLP is regarded as publishing the report if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it.
                    (3) If a copy of the auditor's report is published without the statement required by this section, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every designated member of the LLP who is in default.
                    (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

                  • 477. Circumstances in which names may be omitted

                    (1) The auditor's name and, where the auditor is a firm, the name of the person who signed the report as senior auditor, may be omitted from —
                    (a) published copies of the report, and
                    (b) the copy of the report delivered to the Registrar under Chapter 8 of Part 14 (filing of accounts and reports),
                    (c) if the following conditions are met.
                    (2) The conditions are that the LLP —
                    (a) considering on reasonable grounds that statement of the name would create or be likely to create a serious risk that the auditor or senior auditor, or any other person, would be subject to violence or intimidation, has determined that the name should not be stated, and
                    (b) has given notice of the determination to the Registrar, stating —
                    (i) the name and registered number of the LLP,
                    (ii) the financial year of the LLP to which the report relates, and
                    (iii) the name of the auditor and (where the auditor is a firm) the name of the person who signed the report as senior auditor.

                  • 478. Contraventions in connection with auditor's report

                    (1) A person to whom this section applies commits a contravention of the Companies Regulations if he knowingly or recklessly causes a report under section 467 (auditor's report on LLP's annual accounts) to include any matter that is misleading, false or deceptive in a material particular.
                    (2) A person to whom this section applies commits a contravention of the Companies Regulations if he knowingly or recklessly causes such a report to omit a statement required by —
                    (a) section 469(2)(b) (statement that LLP's accounts do not agree with accounting records and returns),
                    (b) section 469(3) (statement that necessary information and explanations not obtained), or
                    (c) section 469(4) (statement that members wrongly took advantage of exemption from obligation to prepare group accounts).
                    (3) This section applies to —
                    (a) where the auditor is an individual, that individual and any employee or agent of his who is eligible for appointment as auditor of the LLP,
                    (b) where the auditor is a firm, any member, member, employee or agent of the firm who is eligible for appointment as auditor of the LLP.
                    (4) A person who commits the contraventions referred to in subsection (1) and (2) shall be liable to a fine of up to level 5."

                • 28. Removal, Resignation, etc of Auditors

                  Sections 479 to 483 and 485 to 499 apply to LLPs, modified so that they read as follows —

                  • 479. Removal of auditor from office

                    (1) The members of an LLP may remove an auditor from office at any time.
                    (2) Nothing in this section is to be taken as depriving the person removed of compensation or damages payable to him in respect of the termination —
                    (a) of his appointment as auditor, or
                    (b) of any appointment terminating with that as auditor.
                    (3) An auditor may not be removed from office before the expiration of his term of office except under this section.

                  • 480. Notice of removal of auditor

                    (1) No determination to remove an auditor before the expiration of his term of office may be made under section 479 unless the LLP has given 7 days' prior notice to any auditor whom it is proposed to remove.
                    (2) The auditor proposed to be removed may make with respect to the proposal representations in writing to the LLP (not exceeding a reasonable length) and request their notification to members of the LLP.
                    (3) The LLP must upon receipt send a copy of the representations to every member of the LLP.
                    (4) Copies of the representations need not be sent out and the representations need not be sent out, on the application either of the LLP or of any other person claiming to be aggrieved, the Court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter.

                    The Court may order the LLP's costs on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.

                  • 481. Notice to Registrar of determination removing auditor from office

                    (1) Where the members of an LLP have removed an auditor from office under section 479 (removal of auditor from office), the LLP must give notice of that fact to the Registrar within 14 days.
                    (2) If the LLP fails to give the notice required by this section, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every designated member who is in default.
                    (3) A person who commits the contravention referred to in subsection (2) shall be liable to a level 2 fine.

                  • 482. Rights of auditor who has been removed from office

                    (1) An auditor who has been removed under section 479 (removal of auditor from office) has, notwithstanding his removal, the rights conferred by section 473(1) (auditor's rights in relation to meetings) in relation to any meeting of the LLP —
                    (a) at which his term of office would otherwise have expired, or
                    (b) at which it is proposed to fill the vacancy caused by his removal.
                    (2) In such a case the references in that section to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.

                  • 483. Failure to re-appoint auditor: rights of auditor who is not reappointed

                    (1) No person may be appointed as auditor in place of a person (the "outgoing auditor") whose term of office has ended or is to end at the end of the period for appointing auditors unless the LLP has given 7 days' prior notice to the outgoing auditor.
                    (2) The outgoing auditor may make with respect to the proposal representations in writing to the LLP (not exceeding a reasonable length) and request their notification to members of the LLP.
                    (3) The LLP must upon receipt send a copy of the representations to every member.
                    (4) Copies of the representations need not be sent out if, on the application either of the LLP or of any other person claiming to be aggrieved, the Court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter. The Court may order the LLP's costs on the application to be paid in whole or in part by the auditor, notwithstanding that he is not party to the application.

                  • 485. Resignation of auditor

                    (1) An auditor of an LLP may resign his office by depositing a notice in writing to that effect at the LLP's registered office.
                    (2) The notice is not effective unless it is accompanied by the statement required by section 488 (statement by auditor to be deposited with LLP).
                    (3) An effective notice of resignation operates to bring the auditor's term of office to an end as of the date on which the notice is deposited or on such later date as may be specified in it.

                  • 486. Notice to Registrar of resignation of auditor

                    (1) Where an auditor resigns the LLP must within 14 days of the deposit of a notice of resignation send a copy of the notice to the Registrar of LLPs.
                    (2) If default is made in complying with this section, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every designated member of the LLP who is in default.
                    (3) A person who commits the contravention referred to in subsection (2) shall be liable to a level 2 fine.

                  • 487. Rights of resigning auditor

                    (1) This section applies where an auditor's notice of resignation is accompanied by a statement of the circumstances connected with his resignation (see section 488 (statement by auditor to be deposited with LLP).
                    (2) A resigning auditor may deposit with the notice a signed requisition calling on the members of the LLP forthwith duly to convene a meeting of the LLP for the purpose of receiving and considering such explanation of the circumstances connected with his resignation as he may wish to place before the meeting.
                    (3) A resigning auditor may request the LLP to circulate to its members before the meeting convened on his requisition a statement in writing (not exceeding a reasonable length) of the circumstances connected with his resignation.
                    (4) The LLP must (unless the statement is received too late for it to comply) —
                    (a) in any notice of the meeting given to members of the LLP, state the fact of the statement having been made, and
                    (b) send a copy of the statement to every member of the LLP to whom notice of the meeting is or has been sent.
                    (5) The members must within 21 days from the date of the deposit of a requisition under this section proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given.
                    (6) If default is made in complying with subsection (5), every member who failed to take all reasonable steps to secure that a meeting was convened commits a contravention of the Companies Regulations.
                    (7) A person who commits the contravention referred to in subsection (6) shall be liable to a level 3 fine.
                    (8) If a copy of the statement mentioned above is not sent out as required because received too late or because of the LLP's default, the auditor may (without prejudice to his right to be heard orally) require that the statement be read out at the meeting.
                    (9) Copies of a statement need not be sent out and the statement need not be read out at the meeting if, on the application either of the LLP or of any other person who claims to be aggrieved, the Court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter.

                    The Court may order the LLP's costs on such an application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.
                    (10) An auditor who has resigned has, notwithstanding his resignation, the rights conferred by section 473(2) (auditor's rights in relation to meetings) in relation to any such meeting of the LLP as is mentioned in subsection (3) above. In such a case the references in that section to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.

                  • 488. Statement by auditor to be deposited with LLP

                    (1) Where an auditor of an LLP ceases for any reason to hold office, he must deposit at the LLP's registered office a statement of the circumstances connected with his ceasing to hold office, unless he considers that there are no circumstances in connection with his ceasing to hold office that need to be brought to the attention of members or creditors of the LLP.
                    (2) If he considers that there are no circumstances in connection with his ceasing to hold office that need to be brought to the attention of members or creditors of the LLP, he must deposit at the LLP's registered office a statement to that effect.
                    (3) The statement required by this section must be deposited —
                    (a) in the case of resignation, along with the notice of resignation,
                    (b) in the case of failure to seek re-appointment, not less than 14 days before the end of the time allowed for next appointing an auditor,
                    (c) in any other case, not later than the end of the period of 14 days beginning with the date on which he ceases to hold office.
                    (4) A person ceasing to hold office as auditor who fails to comply with this section commits a contravention of the Companies Regulations.
                    (5) A person does not commit the contravention referred to in subsection (4) if he shows that he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                    (6) A person who commits the contravention referred to in subsection (4) shall be liable to a fine of up to level 4.
                    (7) Where a contravention under this section is committed by a body corporate, every officer of the body who is in default also commits the contravention.

                    For this purpose —
                    (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
                    (b) if the body is a company, any shadow director is treated as an officer of the company.

                  • 489. LLP's duties in relation to statement

                    (1) This section applies where the statement deposited under section 488 (statement by auditor to be deposited with LLP) states the circumstances connected with the auditor's ceasing to hold office.
                    (2) The LLP must within 14 days of the deposit of the statement either —
                    (a) send a copy of it to every person who under section 405 (duty to circulate copies of annual accounts and auditor's report) is entitled to be sent copies of the accounts, or
                    (b) apply to the Court.
                    (3) If it applies to the Court, the LLP must notify the auditor of the application.
                    (4) If the Court is satisfied that the auditor is using the provisions of section 488 (statement by auditor to be deposited with LLP) to secure needless publicity for defamatory matter —
                    (a) it shall direct that copies of the statement need not be sent out, and
                    (b) it may further order the LLP's costs on the application to be paid in whole or in part by the auditor, even if he is not a party to the application.
                    The LLP must within 14 days of the Court's decision send to the persons mentioned in subsection (2)(a) a statement setting out the effect of the order.
                    (5) If no such direction is made the LLP must send copies of the statement to the persons mentioned in subsection (2)(a) within 14 days of the Court's decision or, as the case may be, of the discontinuance of the proceedings.
                    (6) In the event of default in complying with this section a contravention of the Companies Regulations is committed by every designated member of the LLP who is in default.
                    (7) A person does not commit the contravention referred to in subsection (6) if he shows that he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                    (8) A person who commits the contravention referred to in subsection (6) shall be liable to a level 3 fine.

                  • 490. Copy of statement to be sent to Registrar

                    (1) Unless within 21 days beginning with the day on which he deposited the statement under section 488 (statement by auditor to be deposited with LLP) the auditor receives notice of an application to the Court under section 489 (LLP's duties in relation to statement), he must within a further seven days send a copy of the statement to the Registrar.
                    (2) If an application to the Court is made under section 489 (LLP's duties in relation to statement) and the auditor subsequently receives notice under subsection (3) of that section, he must within seven days of receiving the notice send a copy of the statement to the Registrar.
                    (3) An auditor who fails to comply with subsection (1) or (2) commits a contravention of the Companies Regulations.
                    (4) A person does not commit the contravention referred to in subsection (3) if he shows that he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                    (5) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.
                    (6) Where a contravention under this section is committed by a body corporate, every officer of the body who is in default also commits the contravention.

                    For this purpose —
                    (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
                    (b) if the body is a company, any shadow director is treated as an officer of the company.

                  • 491. Duty of auditor to notify appropriate audit authority

                    (1) Where —
                    (a) in the case of a major audit, an auditor ceases for any reason to hold office, or
                    (b) in the case of an audit that is not a major audit, an auditor ceases to hold office before the end of his term of office,
                    (c) the auditor ceasing to hold office must notify the appropriate audit authority and the Registrar.
                    (2) The notice must —
                    (a) inform the appropriate audit authority that he has ceased to hold office, and
                    (b) be accompanied by a copy of the statement deposited by him at the LLP's registered office in accordance with section 488 (statement by auditor to be deposited with LLP).
                    (3) If the statement so deposited is to the effect that he considers that there are no circumstances in connection with his ceasing to hold office that need to be brought to the attention of members or creditors of the LLP, the notice must also be accompanied by a statement of the reasons for his ceasing to hold office.
                    (4) The auditor must comply with this section —
                    (a) in the case of a major audit, at the same time as he deposits a statement at the LLP's registered office in accordance with section 488 (statement by auditor to be deposited with LLP),
                    (b) in the case of an audit that is not a major audit, at such time (not being earlier than the time mentioned in subsection (4)(a)) as the appropriate audit authority or the Registrar may require.
                    (5) In this section, "major audit" means an audit conducted under this Part in respect of —
                    (a) an LLP whose securities have been listed on a recognised investment exchange, and
                    (b) any other person in whose financial condition there is a major public interest.
                    (6) In determining whether an audit is a major audit within subsection 5(b), regard shall be had to any guidance issued by the Registrar.
                    (7) A person ceasing to hold office as auditor who fails to comply with this section commits a contravention of the Companies Regulations.
                    (8) If that person is a firm a contravention is committed by:
                    (a) the firm, and
                    (b) every officer of the firm who is in default.
                    (9) A person does not commit the contravention referred to in subsection (7) if he shows that he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                    (10) A person who commits the contravention referred to in subsection (7) shall be liable to a level 2 fine.

                  • 492. Effect of casual vacancies

                    If an auditor ceases to hold office for any reason, any surviving or continuing auditor or auditors may continue to act.

                  • 493. Voidness of provisions protecting auditors from liability

                    (1) This section applies any provision —
                    (a) for exempting an auditor of an LLP (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the LLP occurring in the course of the audit of accounts, or
                    (b) by which an LLP directly or indirectly provides an indemnity (to any extent) for an auditor of the LLP, or of an associated LLP, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the LLP of which he is auditor occurring in the course of the audit of accounts.
                    (2) Any such provision is void, except as permitted by —
                    (a) section 494 (indemnity for costs successfully defending proceedings), or
                    (b) sections 495 to 497 (liability limitation agreements).
                    (3) This section applies to any provision, whether contained in an LLP's LLP agreement or in any contract with the LLP or otherwise.
                    (4) For the purposes of this section LLPs are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

                  • 494. Indemnity for costs of successfully defending proceedings

                    Section 493 (voidness of provisions protecting auditors from liability) does not prevent an LLP from indemnifying an auditor against any liability incurred by him in defending proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted.

                  • 495. Liability limitation agreements

                    (1) A "liability limitation agreement" is an agreement that purports to limit the amount of a liability owed to an LLP by its auditor in respect of any negligence, default, breach of duty or breach of trust, occurring in the course of the audit of accounts, of which the auditor may be guilty in relation to the LLP.
                    (2) Section 493 (voidness of provisions protecting auditors from liability) does not affect the validity of a liability limitation agreement that —
                    (a) complies with section 496 (terms of liability limitation agreement) and of any rules made by the Board under that section, and
                    (b) is authorised by the members of the LLP (see section 497 (authorisation of agreement by members of an LLP)).
                    (3) Such an agreement is effective to the extent provided by section 498 (effect of liability limitation agreement).

                  • 496. Terms of liability limitation agreement

                    (1) A liability limitation agreement —
                    (a) must not apply in respect of acts or omissions occurring in the course of the audit of accounts for more than one financial year, and
                    (b) must specify the financial year in relation to which it applies.
                    (2) The Board may make rules —
                    (a) requiring liability limitation agreements to contain specified provisions or provisions of a specified description, and
                    (b) prohibiting liability limitation agreements from containing specified provisions or provisions of a specified description.
                    "Specified" here means specified in the rules.
                    (3) Without prejudice to the generality of the power conferred by subsection (2), that power may be exercised with a view to preventing adverse effects on competition.
                    (4) Subject to the preceding provisions of this section, it is immaterial how a liability limitation agreement is framed.

                    In particular, the limit on the amount of the auditor's liability need not be a sum of money, or a formula, specified in the agreement.

                  • 497. Authorisation of agreement by members of the LLP

                    (1) A liability limitation agreement is authorised by the members of the LLP if it has been authorised under this section and that authorisation has not been withdrawn.
                    (2) A liability limitation agreement between an LLP and its auditor may be authorised —
                    (a) by the members of the LLP passing a resolution, before it enters into the agreement, waiving the need for approval,
                    (b) by the members of the LLP passing a resolution, before it enters into the agreement, approving the agreement's principal terms, or
                    (c) by the members of the LLP passing a resolution, after it enters into the agreement, approving the agreement.
                    (3) The "principal terms" of an agreement are terms specifying, or relevant to the determination of —
                    (a) the kind (or kinds) of acts or omissions covered,
                    (b) the financial year to which the agreement relates, or
                    (c) the limit to which the auditor's liability is subject.
                    (4) Authorisation under this section may be withdrawn by the members of the LLP passing a resolution to that effect —
                    (a) at any time before the company enters into the agreement, or
                    (b) if the LLP has already entered into the agreement, before the beginning of the financial year to which the agreement relates.
                    Subsection (4)(b) has effect notwithstanding anything in the agreement.

                  • 498. Effect of liability limitation agreement

                    (1) A liability limitation agreement is not effective to limit the auditor's liability to less than such amount as is fair and reasonable in all the circumstances of the case having regard (in particular) to —
                    (a) the auditor's responsibilities under this Part,
                    (b) the nature and purpose of the auditor's contractual obligations to the LLP, and
                    (c) the professional standards expected of him.
                    (2) A liability limitation agreement that purports to limit the auditor's liability to less than the amount mentioned in subsection (1) shall have effect as if it limited his liability to that amount.
                    (3) In determining what is fair and reasonable in all the circumstances of the case no account is to be taken of —
                    (a) matters arising after the loss or damage in question has been incurred, or
                    (b) matters (whenever arising) affecting the possibility of recovering compensation from other persons liable in respect of the same loss or damage.

                  • 499. Disclosure of agreement by LLP

                    (1) An LLP which has entered into a liability limitation agreement must make such disclosure in connection with the agreement as may be required under rules made by the Board.
                    (2) The rules may provide, in particular, that any disclosure required by the rules shall be made in a note to the LLP's annual accounts (in the case of its individual accounts) or in such manner as is specified in the rules (in the case of group accounts)."

                • 29. Supplementary provisions

                  Section 500 applies to LLPs, modified so that it reads as follows —

                  • 500. Minor definitions

                    In this Part —

                    "qualified", in relation to an auditor's report (or a statement contained in an auditor's report), means that the report or statement does not state the auditor's unqualified opinion that the accounts have been properly prepared in accordance with the Companies Regulations or, in the case of an undertaking not required to prepare accounts in accordance with the Companies Regulations, under any corresponding legislation under which it is required to prepare accounts,

                    "turnover", in relation to an LLP, means the amounts derived from the provision of goods and services falling within the LLP's ordinary activities, after deduction of —

                    (a) trade discounts,
                    (b) value added tax, and
                    (c) any other taxes based on the amounts so derived."

              • CHAPTER 8 DEBENTURES

                • 30. General provisions

                  Sections 678 to 681 apply to LLPs, modified so that they read as follows —

                  • 678. Meaning of "debenture"

                    In the Companies Regulations "debenture" includes debenture stock, bonds and any other securities of an LLP, whether or not constituting a charge on the assets of the LLP.

                  • 679. Perpetual debentures

                    (1) A condition contained in debentures, or in a deed for securing debentures, is not invalid by reason only that the debentures are made —
                    (a) irredeemable, or
                    (b) redeemable only —
                    (i) on the happening of a contingency (however remote), or
                    (ii) on the expiration of a period (however long),
                    any rule of equity to the contrary notwithstanding.
                    (2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed.

                  • 680. Enforcement of contract to subscribe for debentures

                    A contract with an LLP to take up and pay for debentures of the LLP may be enforced by an order for specific performance.

                  • 681. Registration of allotment of debentures

                    (1) An LLP must register an allotment of debentures as soon as practicable and in any event within two months after the date of the allotment.
                    (2) If an LLP fails to comply with this section, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (3) A person who commits a contravention of this section is liable to a level 2 fine.
                    (4) For the duties of the LLP as to the issue of the debentures, or certificates of debenture stock, see Part 20 (certification and transfer of securities)."

                • 31. Register of debenture holders

                  Sections 682 to 687 apply to LLPs, modified so that they read as follows —

                  • 682. Register of debenture holders

                    (1) Any register of debenture holders of an LLP that is kept by the LLP must be kept available for inspection —
                    (a) at the LLP's registered office, or
                    (b) at a place specified in rules read by the Board under section 996.
                    (2) An LLP must give notice to the Registrar of the place where any such register is kept available for inspection and of any change in that place.
                    (3) No such notice is required if the register has, at all times since it came into existence, been kept available for inspection at the LLP's registered office.
                    (4) If an LLP makes default for 14 days in complying with subsection (2), a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (5) A person who commits a contravention of this section is liable to a level 3 fine.
                    (6) References in this section to a register of debenture holders include a duplicate —
                    (a) of a register of debenture holders that is kept outside the Abu Dhabi Global Market, or
                    (b) of any part of such a register.

                  • 683. Register of debenture holders: right to inspect and require copy

                    (1) Every register of debenture holders of an LLP must, except when duly closed, be open to the inspection —
                    (a) of the registered holder of any such debentures, or any member of the LLP, without charge, and
                    (b) of any other person on payment of such fee as may be prescribed.
                    (2) Any person may require a copy of the register, or any part of it, on payment of such fee as may be prescribed.
                    (3) A person seeking to exercise either of the rights conferred by this section must make a request to the LLP to that effect.
                    (4) The request must contain the following information —
                    (a) in the case of an individual, his name and address,
                    (b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation,
                    (c) the purpose for which the information is to be used, and
                    (d) whether the information will be disclosed to any other person, and if so —
                    (i) where that person is an individual, his name and address,
                    (ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and
                    (iii) the purpose for which the information is to be used by that person.
                    (5) For the purposes of this section a register is "duly closed" if it is closed in accordance with provision contained —
                    (a) in the debentures,
                    (b) in the case of debenture stock in the stock certificates, or
                    (c) in the trust deed or other document securing the debentures or debenture stock.
                    The total period for which a register is closed in any year must not exceed 30 days.
                    (6) References in this section to a register of debenture holders include a duplicate —
                    (a) of a register of debenture holders that is kept outside the Abu Dhabi Global Market, or
                    (b) of any part of such a register.

                  • 684. Register of debenture holders: response to request for inspection or copy

                    (1) Where an LLP receives a request under section 683 (register of debenture holders: right to inspect and require copy), it must within five working days either —
                    (a) comply with the request, or
                    (b) apply to the Court.
                    (2) If it applies to the Court it must notify the person making the request.
                    (3) If on an application under this section the Court is satisfied that the inspection or copy is not sought for a proper purpose —
                    (a) it shall direct the LLP not to comply with the request, and
                    (b) it may further order that the LLP's costs on the application be paid in whole or in part by the person who made the request, even if he is not a party to the application.
                    (4) If the Court makes such a direction and it appears to the Court that the LLP is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the LLP is not to comply with any such request.

                    The order must contain such provision as appears to the Court appropriate to identify the requests to which it applies.
                    (5) If on an application under this section the Court does not direct the LLP not to comply with the request, the LLP must comply with the request immediately upon the Court giving its decision or, as the case may be, the proceedings being discontinued.

                  • 685. Register of debenture holders: refusal of inspection or default in providing copy

                    (1) If an inspection required under section 683 (register of debenture holders: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the Court, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (2) A person who commits a contravention of this section is liable to a level 2 fine.
                    (3) In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it.

                  • 686. Register of debenture holders: offences in connection with request for or disclosure of information

                    (1) It is a contravention of the Companies Regulations for a person knowingly or recklessly to make in a request under section 683 (register of debenture holders: right to inspect and require copy) a statement that is misleading, false or deceptive in a material particular.
                    (2) It is a contravention of the Companies Regulations for a person in possession of information obtained by exercise of either of the rights conferred by that section —
                    (a) to do anything that results in the information being disclosed to another person, or
                    (b) to fail to do anything with the result that the information is disclosed to another person, knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose.
                    (3) A person who commits a contravention of this section is liable to a level 2 fine.

                  • 687. Time limit for claims arising from entry in register

                    (1) Liability incurred by an LLP —
                    (a) from the making or deletion of an entry in the register of debenture holders, or
                    (b) from a failure to make or delete any such entry, is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred.
                    (2) This is without prejudice to any lesser period of limitation."

                • 32. Supplementary provisions

                  Sections 688 and 689 apply to LLPs, modified so that they read as follows —

                  • 688. Right of debenture holder to copy of deed

                    (1) Any holder of debentures of an LLP is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any trust deed for securing the debentures.
                    (2) If default is made in complying with this section, a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                    (3) A person who commits a contravention of this section is liable to a level 2 fine.
                    (4) In the case of any such default the Court may direct that the copy required be sent to the person requiring it.

                  • 689. Liability of trustees of debentures

                    (1) Any provision contained in —
                    (a) a trust deed for securing an issue of debentures, or
                    (b) any contract with the holders of debentures secured by a trust deed,
                    is void in so far as it would have the effect of exempting a trustee of the deed from, or indemnifying him against, liability for breach of trust where he fails to show the degree of care and diligence required of him as trustee, having regard to the provisions of the trust deed conferring on him any powers, authorities or discretions.
                    (2) Subsection (1) does not invalidate —
                    (a) a release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release,
                    (b) any provision enabling such a release to be given —
                    (i) on being agreed to by a majority of not less than 75% in value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose, and
                    (ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act."

                • 33. Debentures

                  Sections 690 to 692 apply to LLPs, modified so that they read as follows —

                  • 690. Power to re-issue redeemed debentures

                    (1) Where an LLP has redeemed debentures previously issued, then unless —
                    (a) provision to the contrary (express or implied) is contained in any contract made by the LLP, or
                    (b) the LLP has, by making a determination to that effect or by some other act, manifested its intention that the debentures shall be cancelled,
                    the LLP may re-issue the debentures, either by re-issuing the same debentures or by issuing new debentures in their place.

                    This subsection is deemed always to have had effect.
                    (2) On a re-issue of redeemed debentures the person entitled to the debentures has (and is deemed always to have had) the same priorities as if the debentures had never been redeemed.

                  • 691. Deposit of debentures to secure advances

                    Where an LLP has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not treated as redeemed by reason only of the LLP's account having ceased to be in debit while the debentures remained so deposited.

                  • 692. Priorities where debentures secured by floating charge

                    (1) This section applies where debentures of an LLP registered in the Abu Dhabi Global Market are secured by a charge that, as created, was a floating charge.
                    (2) If possession is taken, by or on behalf of the holders of the debentures, of any property comprised in or subject to the charge, and the LLP is not at that time in the course of being wound up, the LLP's preferential debts shall be paid out of assets coming to the hands of the persons taking possession in priority to any claims for principal or interest in respect of the debentures.
                    (3) "Preferential debts" means the categories of debts described in section 227 (preferential debts) of the Insolvency Regulations 2015.
                    (4) Payments under this section shall be recouped, as far as may be, out of the assets of the LLP available for payment of general creditors."

              • CHAPTER 9 CERTIFICATION AND TRANSFER OF DEBENTURES

                • 34. Issue of certificates etc on allotment

                  Section 707 applies to LLPs, modified so that it reads as follows —

                  • 707. Duty of LLP as to issue of certificates etc on allotment

                    (1) An LLP must, within two months after the allotment of any of its debentures or debenture stock, complete and have ready for delivery —
                    (a) the debentures allotted, or
                    (b) the certificates of the debenture stock allotted.
                    (2) Subsection (1) does not apply —
                    (a) if the conditions of issue of the debentures or debenture stock provide otherwise, or
                    (b) in the case of allotment to a financial institution (see section 715).
                    (3) If default is made in complying with subsection (1) a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                    (4) A person who contravenes the Companies Regulations under subsection (3) is liable to a level 2 fine."

                • 35. Transfer of debentures

                  Sections 708 and 709 apply to LLPs, modified so that they read as follows —

                  • 708. Registration of transfer

                    (1) An LLP may not register a transfer of debentures of the LLP unless —
                    (a) a proper instrument of transfer has been delivered to it, or
                    (b) the transfer is in accordance with rules made under Chapter 2 of this Part.
                    (2) Subsection (1) does not affect any power of the LLP to register as debenture holder a person to whom the right to any debentures of the LLP has been transmitted by operation of law.

                  • 709. Procedure on transfer being lodged

                    (1) When a transfer of debentures of an LLP has been lodged with the LLP, the LLP must either —
                    (a) register the transfer, or
                    (b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal, as soon as practicable and in any event within two months after the date on which the transfer is lodged with it.
                    (2) If the LLP refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request. This does not include copies of minutes of meetings of members.
                    (3) If an LLP fails to comply with this section, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (4) A person who contravenes the Companies Regulations under subsection (3) is liable to a level 2 fine.
                    (5) This section does not apply in relation to the transmission of debentures by operation of law."

                • 36. Other matters

                  Sections 712 and 713 apply to LLPs, modified so that they read as follows —

                  • 712. Evidence of grant of probate etc

                    The production to an LLP of any document that is by the law applicable in the Abu Dhabi Global Market, or the law of the jurisdiction of incorporation or nationality of a deceased member sufficient evidence of —

                    (a) probate of the will of a deceased person,
                    (b) letters of administration of the estate of a deceased person, or
                    (c) confirmation as executor of a deceased person,

                    shall be accepted by the LLP as sufficient evidence of the grant.

                  • 713. Certification of instrument of transfer

                    (1) The certification by an LLP of an instrument of transfer of any debentures of the LLP is to be taken as a representation by the LLP to any person acting on the faith of the certification that there have been produced to the LLP such documents as on their face show a prima facie title to the debentures in the transferor named in the instrument.
                    (2) The certification is not to be taken as a representation that the transferor has any title to the debentures.
                    (3) Where a person acts on the faith of a false certification by an LLP made negligently, the LLP is under the same liability to him as if the certification had been made fraudulently.
                    (4) For the purposes of this section —
                    (a) an instrument of transfer is certificated if it bears the words "certificate lodged" (or words to the like effect),
                    (b) the certification of an instrument of transfer is made by an LLP if —
                    (i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the LLP's behalf, and
                    (ii) the certification is signed by a person authorised to certificate transfers on the LLP's behalf or by a member or employee of the LLP or by an officer or employee of a body corporate so authorised,
                    (c) a certification is treated as signed by a person if —
                    (i) it purports to be authenticated by his signature or initials (whether handwritten or not), and
                    (ii) it is not shown that the signature or initials was or were placed there neither by himself nor by a person authorised to use the signature or initials for the purpose of certificating transfers on the LLP's behalf."

                • 37. Issue of certificates etc on transfer

                  Section 714 applies to LLPs, modified so that it reads as follows —

                  • 714. Duty of LLP as to issue of certificates etc on transfer

                    (1) An LLP must, within two months after the date on which a transfer of any of its debentures or debenture stock is lodged with the LLP, complete and have ready for delivery —
                    (a) the debentures transferred, or
                    (b) the certificates of the debenture stock transferred.
                    (2) For this purpose a "transfer" means a transfer duly stamped and otherwise valid but does not include a transfer that the LLP is for any reason entitled to refuse to register and does not register.
                    (3) Subsection (1) does not apply —
                    (a) if the conditions of issue of the debentures or debenture stock provide otherwise, or
                    (b) in the case of a transfer to a financial institution (see section 715).
                    (4) If default is made in complying with subsection (1) a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                    (5) A person who contravenes the Companies Regulations under subsection (4) is liable to a level 2 fine."

                • 38. Issue of certificates etc on allotment or transfer to financial institution

                  Section 715 applies to LLPs, modified so that it reads as follows —

                  • 715. Issue of certificates etc: allotment or transfer to financial institution

                    (1) An LLP —
                    (a) of which debentures are allotted to a financial institution,
                    (b) of which debenture stock is allotted to a financial institution, or
                    (c) with which a transfer for transferring debentures or debenture stock to a financial institution is lodged,
                    is not required in consequence of that allotment or transfer to comply with section 707(1) or 714(1) (duty of LLP as to issue of certificates etc).
                    (2) A "financial institution" means —
                    (a) a recognised clearing house acting in relation to a recognised investment exchange, or
                    (b) a nominee of —
                    (i) a recognised clearing house acting in that way, or
                    (ii) a recognised investment exchange,
                    designated for the purposes of this section in the rules of the recognised investment exchange in question."

                • 39. Supplementary provisions

                  Section 716 is applied to LLPs, modified so that it reads as follows —

                  • 716. Issue of certificates etc: Court order to make good default

                    (1) If an LLP on which a notice has been served requiring it to make good any default in complying with —
                    (a) section 707(1) (duty of LLP as to issue of certificates etc on allotment), or
                    (b) section 714(1) (duty of LLP as to issue of certificates etc on transfer),
                    (c) fails to make good the default within ten days after service of the notice, the person entitled to have the certificates or the debentures delivered to him may apply to the Court.
                    (2) The Court may on such an application make an order directing the LLP and any member of it to make good the default within such time as may be specified in the order.
                    (3) The order may provide that all costs of and incidental to the application are to be borne by the LLP or by a member of it responsible for the default."

              • CHAPTER 10 AN LLP'S ANNUAL RETURN

                • 40. Contents and delivery of LLP's annual return

                  Sections 778 to 780 apply to LLPs, modified so that they read as follows —

                  • 778. Duty to deliver annual returns

                    (1) Every LLP must deliver to the Registrar successive annual returns each of which is made up to a date not later than the date that is from time to time the LLP's return date.
                    (2) The LLP's return date is —
                    (a) the anniversary of the LLP's incorporation, or
                    (b) if the LLP's last return delivered in accordance with this Part was made up to a different date, the anniversary of that date.
                    (3) Each return must —
                    (a) contain the information required by or under the following provisions of this Part, and
                    (b) be delivered to the Registrar within 28 days after the date to which it is made up.

                  • 779. Contents of annual return: general

                    (1) Every annual return must state the date to which it is made up and contain the following information —
                    (a) the address of the LLP's registered office,
                    (b) the required particulars of the members of the LLP (see section 780),
                    (c) if any LLP records are kept at a place other than the LLP's registered office, the address of that place and the records that are kept there.
                    (2) In this Part, "return period", in relation to an annual return, means the period beginning immediately after the date to which the last return was made up (or, in the case of the first return, with the incorporation of the LLP) and ending with the date to which the return is made up.

                  • 780. Required particulars of members

                    (1) For the purposes of section 779(1)(b) the required particulars of a member are —
                    (a) where the member is an individual, the particulars required by section 154 to be entered in the register of members (subject to subsection (2) below), and
                    (b) where the member is a body corporate or a firm that is a legal person under the law by which it is governed, the particulars required by section 155 to be entered in the register of members.
                    (2) The former name of a member who is an individual is a required particular in relation to an annual return only if the member was known by the name for business purposes during the return period."

                • 41. Failure to deliver return

                  Section 783 applies to LLPs, modified so that it reads as follows —

                  • 783. Failure to deliver annual return

                    (1) If an LLP fails to deliver an annual return before the end of the period of 28 days after a return date, an contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) subject to subsection (4), every designated member of the LLP.
                    (2) A person who commits a contravention of subsection (1) is liable to a level 2 fine.
                    (3) The contravention continues until such time as an annual return made up to that return date is delivered by the LLP to the Registrar.
                    (4) It is a defence for a designated member charged with a contravention of subsection (1)(b) to prove that he took all reasonable steps to avoid the commission or continuation of the offence.
                    (5) In the case of continued contravention, a contravention is also committed by every designated member of the LLP who did not commit a contravention under subsection (1) in relation to the initial contravention but is in default in relation to the continued contravention.

                    A person guilty of a contravention under this subsection is liable to a level 2 fine."

              • CHAPTER 11 LLP CHARGES

                • 42. Registration of charges

                  Sections 784 to 798 apply to LLPs, modified so that they read as follows—

                  • 784. Charges created by an LLP

                    (1) Subject to subsection (6), this section applies where an LLP creates a charge.
                    (2) The Registrar must register the charge if, before the end of the period allowed for delivery, the LLP or any person interested in the charge delivers to the Registrar for registration a charge filing statement (see section 787).
                    (3) Where the charge is created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of the instrument is delivered to the Registrar with the statement of particulars.
                    (4) "The period allowed for delivery" is 21 days beginning with the day after the date of creation of the charge (see section 788), unless an order allowing an extended period is made under section 789(3).
                    (5) Where an order is made under section 789(3) a copy of the order must be delivered to the Registrar with the statement of particulars.
                    (6) This section does not apply to—
                    (a) a charge in favour of a landlord on a cash deposit given as a security in connection with the lease of land,
                    (b) a charge excluded from the application of this section by the Companies Regulations or any other law of the Abu Dhabi Global Market.
                    (7) In this Part—

                    "cash" includes foreign currency,

                    "charge" includes a mortgage,

                    "effective date" means the date that this Chapter comes into law, and

                    "LLP" means an LLP registered in the Abu Dhabi Global Market.

                  • 785. Charge in series of debentures

                    (1) This section applies where—
                    (a) an LLP creates a series of debentures containing a charge, or giving a charge by reference to another instrument, and
                    (b) debenture holders of that series are entitled to the benefit of the charge pari passu.
                    (2) The Registrar must register the charge if, before the end of the period allowed for delivery, the LLP or any person interested in the charge delivers to the Registrar for registration, a charge filing statement which also contains the following—
                    (a) either—
                    (i) the name of each of the trustees for the debenture holders, or
                    (ii) where there are more than four such persons, the names of any four persons listed in the charge instrument as trustees for the debenture holders, and a statement that there are other such persons,
                    (b) the dates of the determinations of the LLP authorising the issue of the series,
                    (c) the date of the covering instrument (if any) by which the series is created or defined.
                    (3) Where the charge is created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of the instrument is delivered to the Registrar with the statement of particulars.
                    (4) Where the charge is not created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of one of the debentures in the series is delivered to the Registrar with the statement of particulars.
                    (5) For the purposes of this section a charge filing statement is not required to contain the debenture holders.
                    (6) "The period allowed for delivery" is—
                    (a) if there is a deed containing the charge, 21 days beginning with the day after the date on which the deed is executed,
                    (b) if there is no deed containing the charge, 21 days beginning with the day after the date on which the first debenture of the series is executed
                    (7) Where an order is made under section 789(3) a copy of the order must be delivered to the Registrar with the statement of particulars.
                    (8) In this section "deed" means—
                    (a) a deed governed by the law of the Abu Dhabi Global Market, or
                    (b) an instrument governed by a law other than the law of the Abu Dhabi Global Market which requires delivery under that law in order to take effect.

                  • 786. Charges existing on property or undertaking acquired

                    (1) This section applies where an LLP acquires property or undertaking which is subject to a charge of a kind which would, if it had been created by the LLP after the acquisition of the property or undertaking, have been capable of being registered under section 784.
                    (2) The Registrar must register the charge if the LLP or any person interested in the charge delivers to the Registrar for registration a charge filing statement.
                    (3) Where the charge is created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of the instrument is delivered to the Registrar with the statement of particulars.

                  • 787. Particulars to be delivered to Registrar

                    (1) A statement of particulars relating to a charge created by an LLP is a "charge filing statement" if it contains the following particulars—
                    (a) the registered name and number of the LLP,
                    (b) the date of creation of the charge and (if the charge is one to which section 786 applies) the date of acquisition of the property or undertaking concerned,
                    (c) where the charge is created or evidenced by an instrument, the particulars listed in subsection (2),
                    (d) where the charge is not created or evidenced by an instrument, the particulars listed in subsection (3).
                    (2) The particulars referred to in subsection (1)(c) are—
                    (a) any of the following—
                    (i) the name of each of the persons in whose favour the charge has been created or of the security agents or trustees holding the charge for the benefit of one or more persons, or,
                    (ii) where there are more than four such persons, security agents or trustees, the names of any four such persons, security agents or trustees listed in the charge instrument, and a statement that there are other such persons, security agents or trustees,
                    (b) whether the instrument is expressed to contain a floating charge and, if so, whether it is expressed to cover all the property and undertaking of the LLP,
                    (c) whether any of the terms of the charge prohibit or restrict the LLP from creating further security that will rank equally with or ahead of the charge,
                    (d) whether (and if so, a short description of) any land, ship, aircraft or intellectual property, that is registered or required to be registered in the Abu Dhabi Global Market, is subject to a charge (which is not a floating charge) or fixed security included in the instrument,
                    (e) whether the instrument includes a charge (which is not a floating charge) or fixed security over—
                    (i) any tangible or corporeal property, or
                    (ii) any intangible or incorporeal property,
                    not described in paragraph (d).
                    (3) The particulars referred to in subsection (1)(d) are—
                    (a) a statement that there is no instrument creating or evidencing the charge,
                    (b) the names of each of the persons in whose favour the charge has been created or the names of any security agents or trustees holding the charge for the benefit of one or more persons,
                    (c) the nature of the charge,
                    (d) a short description of the property or undertaking charged,
                    (e) the obligations secured by the charge.
                    (4) In this section "intellectual property" includes—
                    (a) any patent, trade mark, registered design, copyright or design right,
                    (b) any licence under or in respect of any such right.

                  • 788. Date of creation of charge

                    (1) For the purposes of this Part, a charge of the type described in column 1 of the Table below is taken to be created on the date given in relation to it in column 2 of that Table.

                    1. Type of charge 2. When charge created
                    Charge other than a standard security, where created or evidenced by an instrument Where the instrument is a deed that has been executed and has immediate effect on execution and delivery, the date of delivery
                    Where the instrument is a deed that has been executed and held in escrow, the date of delivery into escrow
                    Where the instrument is a deed that has been executed and held as undelivered, the date of delivery
                    Where the instrument is not a deed and has immediate effect on execution, the date of execution
                    Where the instrument is not a deed and does not have immediate effect on execution, the date on which the instrument takes effect
                    Charge other than a standard security, where not created or evidenced by an instrument The date on which the charge comes into effect.
                    (2) Where a charge is created or evidenced by an instrument made between two or more parties, references in the Table in subsection (1) to execution are to execution by all the parties to the instrument whose execution is essential for the instrument to take effect as a charge.
                    (3) This section applies for the purposes of this Chapter even if further forms, notices, registrations or other actions or proceedings are necessary to make the charge valid or effectual for any other purposes.
                    (4) For the purposes of this Chapter, the Registrar is entitled without further enquiry to accept a charge as created on the date given as the date of creation of the charge in a charge filing statement.
                    (5) In this section "deed" means—
                    (a) a deed governed by the law of the Abu Dhabi Global Market, or
                    (b) an instrument governed by a law other than the law of the Abu Dhabi Global Market which requires delivery under that law in order to take effect.
                    (6) References in this section to delivery, in relation to a deed, include delivery as a deed where required.

                  • 789. Extension of period allowed for delivery

                    (1) Subsection (3) applies if the Court is satisfied that—
                    (a) neither the LLP nor any other person interested in the charge has delivered to the Registrar the documents required under section 784 or (as the case may be) 785 before the end of the period allowed for delivery under the section concerned, and
                    (b) the requirement in subsection (2) is met.
                    (2) The requirement is—
                    (a) that the failure to deliver those documents—
                    (i) was accidental or due to inadvertence or to some other sufficient cause, or
                    (ii) is not of a nature to prejudice the position of creditors of the LLP, or
                    (b) that on other grounds it is just and equitable to grant relief.
                    (3) The Court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the Court just and expedient, order that the period allowed for delivery be extended.

                  • 790. Personal information etc in certified copies

                    (1) The following are not required to be included in a certified copy of an instrument or debenture delivered to the Registrar for the purposes of any provision of this Chapter—
                    (a) personal information relating to an individual (other than the name of an individual),
                    (b) the number or other identifier of a bank or securities account of an LLP or individual,
                    (c) a signature.
                    (2) The Registrar is entitled without further enquiry, to accept the certified copy of an instrument whether or not any of the information in subsection (1) is contained within the instrument.

                  • Consequence of non-delivery

                    • 791. Consequence of failure to deliver charges

                      (1) This section applies if—
                      (a) an LLP creates a charge to which section 784 or 785 applies, and
                      (b) the documents required by section 784 or (as the case may be) 785 are not delivered to the Registrar by the LLP or another person interested in the charge before the end of the relevant period allowed for delivery.
                      (2) "The relevant period allowed for delivery" is—
                      (a) the period allowed for delivery under the section in question, or
                      (b) if an order under section 789(3) has been made, the period allowed by the order.
                      (3) Where this section applies, the charge is void (so far as any security on the LLP's property or undertaking is conferred by it) against—
                      (a) a liquidator of the LLP,
                      (b) an administrator of the LLP, and
                      (c) a creditor of the LLP.
                      (4) Subsection (3) is without prejudice to any contract or obligation for repayment of the money secured by the charge, and when a charge becomes void under this section, the money secured by it immediately becomes payable.

                  • The register

                    • 792. Entries on the register

                      (1) This section applies where a charge is registered in accordance with a provision of this Chapter.
                      (2) The Registrar must—
                      (a) allocate to the charge a unique reference code and place a note in the register recording that reference code, and
                      (b) include in the register any documents delivered under section 784(3) or (5), 785(3), (4) or (7) or 786(3).
                      (3) The Registrar must give a certificate of the registration of the charge to the person who delivered to the Registrar a charge filing statement relating to the charge.
                      (4) The certificate must state—
                      (a) the registered name and number of the LLP in respect of which the charge was registered, and
                      (b) the unique reference code allocated to the charge.
                      (5) The certificate must be signed by the Registrar or authenticated by the Registrar's official seal.
                      (6) In the case of registration under section 784 or 785, the certificate is conclusive evidence that the documents required by the section concerned were delivered to the Registrar before the end of the relevant period allowed for delivery.
                      (7) "The relevant period allowed for delivery" is—
                      (a) the period allowed for delivery under the section in question, or
                      (b) if an order under section 789(3) has been made, the period allowed by the order.

                    • 793. Registration of enforcement of security

                      (1) Subsection (2) applies where a person—
                      (a) obtains an order for the appointment of a receiver or manager of an LLP's property or undertaking, or
                      (b) appoints such a receiver or manager under powers contained in an instrument.
                      (2) The person must, within 14 days of the order or of the appointment under those powers—
                      (a) give notice to the Registrar of that fact, and
                      (b) if the order was obtained, or the appointment made, by virtue of a registered charge held by the person give the Registrar a notice containing—
                      (i) in the case of a charge created before the effective date, the information specified in subsection (4),
                      (ii) in the case of a charge created on or after the effective date, the unique reference code allocated to the charge.
                      (3) Where a person appointed receiver or manager of an LLP's property or undertaking under powers contained in an instrument ceases to act as such a receiver or manager, the person must, on so ceasing—
                      (a) give notice to the Registrar of that fact, and—
                      (b) give the Registrar a notice containing—
                      (i) in the case of a charge created before the effective date, the information specified in subsection (4), or
                      (ii) in the case of a charge created on or after the effective date, the unique reference code allocated to the charge.
                      (4) The information referred to in subsections (2)(b)(i) and (3)(b)(i) is—
                      (a) the date of the creation of the charge,
                      (b) a description of the instrument (if any) creating or evidencing the charge,
                      (c) short particulars of the property or undertaking charged.
                      (5) The Registrar must include in the register—
                      (a) a fact of which notice is given under subsection (2)(a), and
                      (b) a fact of which notice is given under subsection (3)(a).
                      (6) A person who makes default in complying with the requirements of subsection (2)of this section commits a contravention of the Companies Regulations.
                      (7) A person who commits a contravention referred to in subsection (6) is liable to a fine of up to level 4.
                      (8) A person who makes default in complying with the requirements of subsection (3)of this section commits a contravention of the Companies Regulations.
                      (9) A person who commits a contravention referred to in subsection (8) is liable to a level 2 fine.
                      (10) This section applies only to a receiver or manager appointed—
                      (a) by a Court in the Abu Dhabi Global Market, or
                      (b) under an instrument governed by the law of the Abu Dhabi Global Market.

                    • 794. Entries of satisfaction and release

                      (1) Subsection (5) applies if the statement set out in subsection (2) and the particulars set out in subsection (4) are delivered to the Registrar with respect to a registered charge.
                      (2) The statement referred to in subsection (1) is a statement to the effect that—
                      (a) the debt for which the charge was given has been paid or satisfied in whole or in part, or
                      (b) all or part of the property or undertaking charged—
                      (i) has been released from the charge, or
                      (ii) has ceased to form part of the LLP's property or undertaking.
                      (3) Where a statement within subsection (2)(b) relates to part only of the property or undertaking charged, the statement must include a short description of that part.
                      (4) The particulars referred to in subsection (1) are—
                      (a) the name and address of the person delivering the statement and an indication of their interest in the charge,
                      (b) the registered name and number of the LLP that—
                      (i) created the charge (in a case within section 784 or 785), or
                      (ii) acquired the property or undertaking subject to the charge (in a case within section 786),
                      (c) in respect of a charge created before the effective date—
                      (i) the date of creation of the charge,
                      (ii) a description of the instrument (if any) by which the charge is created or evidenced,
                      (iii) short particulars of the property or undertaking charged,
                      (d) in respect of a charge created on or after the effective date, the unique reference code allocated to the charge.
                      (5) The Registrar may include in the register—
                      (a) a statement of satisfaction in whole or in part, or
                      (b) a statement of the fact that all or part of the property or undertaking has been released from the charge or has ceased to form part of the LLP's property or undertaking (as the case may be).

                    • 795. Rectification of register

                      (1) Subsection (3) applies if the Court is satisfied that—
                      (a) there has been an omission or mis-statement in any statement or notice delivered to the Registrar in accordance with this Chapter, and
                      (b) the requirement in subsection (2) is met.
                      (2) The requirement is that the Court is satisfied—
                      (a) that the omission or mis-statement—
                      (i) was accidental or due to inadvertence or to some other sufficient cause, or
                      (ii) is not of a nature to prejudice the position of creditors of the LLP, or
                      (b) that on other grounds it is just and equitable to grant relief.
                      (3) The Court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the Court just and expedient, order that the omission or mis-statement be rectified.
                      (4) A copy of the Court's order must be sent by the applicant to the Registrar for registration.

                    • 796. Replacement of instrument or debenture

                      (1) Subsection (2) applies if the Court is satisfied that—
                      (a) a copy of an instrument or debenture delivered to the Registrar under this Chapter contains material which could have been omitted under section 790,
                      (b) the wrong instrument or debenture was delivered to the Registrar, or
                      (c) the copy was defective.
                      (2) The Court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the Court just and expedient, order that the copy of the instrument or debenture be removed from the register and replaced.
                      (3) A copy of the Court's order must be sent by the applicant to the Registrar for registration.

                  • LLPs' records and registers

                    • 797. LLPs to keep copies of instruments creating and amending charges

                      (1) An LLP must keep available for inspection a copy of every—
                      (a) instrument creating a charge capable of registration under this Chapter, and
                      (b) instrument effecting any variation or amendment of such a charge.
                      (2) In the case of a charge contained in a series of uniform debentures, a copy of one of the debentures of the series is sufficient for the purposes of subsection (1)(a).
                      (3) If the particulars referred to in section 787(1) or the particulars of the property or undertaking charged are not contained in the instrument creating the charge, but are instead contained in other documents which are referred to in or otherwise incorporated into the instrument, then the LLP must also keep available for inspection a copy of those other documents.
                      (4) It is sufficient for the purposes of subsection (1)(a) if the LLP keeps a copy of the instrument in the form delivered to the Registrar under section 784(3), 785(3) or (4) or 786(3).
                      (5) Where a translation has been delivered to the Registrar in accordance with section 978, the LLP must keep available for inspection a copy of the translation.

                    • 798. Instruments creating charges to be available for inspection

                      (1) This section applies to documents required to be kept available for inspection under section 797 (copies of instruments creating and amending charges).
                      (2) The documents must be kept available for inspection—
                      (a) at the LLP's registered office, or
                      (b) at a place specified in rules made by the Board under section 996 (rules about where certain LLP records to be kept available for inspection).
                      (3) The LLP must give notice to the Registrar—
                      (a) of the place at which the documents are kept available for inspection, and
                      (b) of any change in that place,
                      unless they have at all times been kept at the LLP's registered office.
                      (4) The documents must be open to the inspection—
                      (a) of any creditor or member of the LLP without charge, and
                      (b) of any other person on payment of such fee as may be prescribed.
                      (5) A person who makes default in complying with the requirements of subsection (2) or (3) of this section commits a contravention of the Companies Regulations.
                      (6) A person who commits the contravention referred to in in subsection (5) is liable to a level 2 fine.
                      (7) If default is made for 14 days in complying with subsection (3) or an inspection required under subsection (4) is refused, a contravention of the Companies Regulations is committed by—
                      (a) the LLP, and
                      (b) every member of the LLP who is in default.
                      (8) A person who commits the contravention referred to in in subsection (7) is liable to a fine of up to level 4.
                      (9) If an inspection required under subsection (4) is refused the Court may by order compel an immediate inspection.
                      (10) Where the LLP and a person wishing to carry out an inspection under subsection (4) agree, the inspection may be carried out by electronic means."

              • CHAPTER 12 ARRANGEMENTS and RECONSTRUCTIONS

                • 43. Arrangements and reconstructions

                  (1) Sections 801 to 806 apply to LLPs, modified so that they read as follows —

                  • 801. Application of this Part

                    (1) The provisions of this Part apply where a compromise or arrangement is proposed between a LLP and —
                    (a) its creditors, or any class of them, or
                    (b) its members, or any class of them.
                    (2) In this Part —

                    "LLP", unless the context otherwise requires, means —
                    (a) in section 806 (powers of Court to facilitate reconstruction or amalgamation or merger or division),
                    (i) in the case of a compromise or arrangement falling within sections 806(1)(a) or 806(1)(c), an LLP formed or registered under the Limited Liability Partnerships Regulations 2015, and
                    (ii) in the case of a compromise or arrangement falling within section 806(1)(b), an LLP formed or registered under the Limited Liability Partnerships Regulations 2015 and any non-ADGM LLP whose jurisdiction of incorporation permits such non-ADGM LLP to merge into a single body corporate or into a new body corporate as described in section 810(1)(a) or 810(1)(b), and
                    (b) elsewhere in this Part, any LLP liable to be wound up under the Insolvency Regulations 2015 and any non-ADGM LLP whose jurisdiction of incorporation permits such non-ADGM LLP to merge into a single body corporate or into a new body corporate as described in section 810(1)(a) or 810(1)(b).
                    (3) The provisions of this Part have effect subject to Part 26 (mergers and divisions) where that Part applies (see sections 808 and 809).

                  • 802. Court order for holding of meeting

                    (1) The Court may, on an application under this section, order a meeting of the creditors or class of creditors, or of the members of the LLP or class of members (as the case may be), to be summoned in such manner as the Court directs.
                    (2) An application under this section may be made by —
                    (a) the LLP,
                    (b) any creditor or member of the LLP,
                    (c) if the LLP is being wound up, the liquidator, or
                    (d) if the LLP is in administration, the administrator.

                  • 803. Statement to be circulated or made available

                    (1) Where a meeting is summoned under section 802 —
                    (a) every notice summoning the meeting that is sent to a creditor or member must be accompanied by a statement complying with this section, and
                    (b) every notice summoning the meeting that is given by advertisement must either —
                    (i) include such a statement, or
                    (ii) state where and how creditors or members entitled to attend the meeting may obtain copies of such a statement.
                    (2) The statement must —
                    (a) explain the effect of the compromise or arrangement, and
                    (b) in particular, state —
                    (i) any material interests of the members of the LLP (whether as members or as creditors of the LLP or otherwise), and
                    (ii) the effect on those interests of the compromise or arrangement, in so far as it is different from the effect on the like interests of other persons.
                    (3) Where the compromise or arrangement affects the rights of debenture holders of the LLP, the statement must give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the LLP's members.
                    (4) Where a notice given by advertisement states that copies of an explanatory statement can be obtained by creditors or members entitled to attend the meeting, every such creditor or member is entitled, on making application in the manner indicated by the notice, to be provided by the LLP with a copy of the statement free of charge.
                    (5) If an LLP makes default in complying with any requirement of this section, a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    This is subject to subsection (7) below.
                    (6) For this purpose the following are treated as members of the LLP —
                    (a) a liquidator or administrator of the LLP, and
                    (b) a trustee of a deed for securing the issue of debentures of the LLP.
                    (7) A person does not contravene this section if he shows that the default was due to the refusal of a member or trustee for debenture holders to supply the necessary particulars of his interests.
                    (8) A person who commits the contravention referred to in subsection (5) shall be liable to a level 3 fine.

                  • 804. Duty of members and trustees to provide information

                    (1) It is the duty of —
                    (a) any member of the LLP, and
                    (b) any trustee for its debenture holders, to give notice to the LLP of such matters relating to himself as may be necessary for the purposes of section 803 (explanatory statement to be circulated or made available).
                    (2) Any person who makes default in complying with this section commits a contravention of the Companies Regulations.
                    (3) A person who commits the contravention referred to in subsection (2) shall be liable to a fine of up to level 8.

                  • 805. Court sanction for compromise or arrangement

                    (1) If:
                    (a) 75% in value of the creditors or class of creditors or if members or class of members (as the case may be) representing 75% of the voting rights of the members or class of members (as the case may be), present and voting either in person or by proxy at the meeting summoned under section 802, agree a compromise or arrangement, and
                    (b) where the compromise or arrangement relates to a non-ADGM LLP (as defined in section 1028 (minor definitions: general)), the Court is satisfied that the requirements of section 810(2) have been or are satisfied with respect to such non-ADGM LLP, the Court may, on an application under this section, sanction the compromise or arrangement.
                    (2) An application under this section may be made by —
                    (a) the LLP,
                    (b) any creditor or member of the LLP,
                    (c) if the LLP is being wound up, the liquidator, or
                    (d) if the LLP is in administration, the administrator.
                    (3) A compromise or arrangement sanctioned by the Court is binding on —
                    (a) all creditors or the class of creditors or on the members or class of members(as the case may be), and
                    (b) the LLP or, in the case of a LLP in the course of being wound up, the liquidator and contributories of the LLP.
                    (4) The Court's order has no effect until a copy of it has been delivered to the Registrar.

                  • 806. Powers of Court to facilitate reconstruction or amalgamation or merger or division

                    (1) This section applies where application is made to the Court under section 805 to sanction a compromise or arrangement and it is shown that —
                    (a) the compromise or arrangement is proposed for the purposes of, or in connection with, a scheme for the reconstruction of any LLP or LLPs, or the amalgamation of any two or more relevant bodies corporate (where one or more of them is an LLP), and
                    (b) under the scheme the whole or any part of the undertaking or the property of any LLP concerned in the scheme ("a transferor LLP") is to be transferred to another relevant body corporate ("the transferee body corporate").
                    (2) The Court may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters —
                    (a) the transfer to the transferee body corporate of the whole or any part of the undertaking and of the property or liabilities of any transferor LLP,
                    (b) the allotting or appropriation by the transferee body corporate of any shares, debentures, policies or other like interests in that body corporate which under the compromise or arrangement are to be allotted or appropriated by that body corporate to or for any person,
                    (c) the continuation by or against the transferee body corporate of any legal proceedings pending by or against any transferor LLP,
                    (d) the dissolution, without winding up, of any transferor LLP,
                    (e) the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement,
                    (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out.
                    (3) If an order under this section provides for the transfer of property or liabilities —
                    (a) the property is by virtue of the order transferred to, and vests in, the transferee body corporate, and
                    (b) the liabilities are, by virtue of the order, transferred to and become liabilities of that body corporate.
                    (4) The property (if the order so directs) vests freed from any charge that is by virtue of the compromise or arrangement to cease to have effect.
                    (5) In this section —

                    "relevant body corporate" means an LLP or a company,

                    "property" includes property, rights and powers of every description, and

                    "liabilities" includes duties.
                    (6) Every LLP in relation to which an order is made under this section must cause a copy of the order to be delivered to the Registrar within seven days after its making.
                    (7) If default is made in complying with subsection (6), a contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every member of the LLP who is in default.
                    (8) A person who commits the contravention referred to in subsection (7) is liable to a level 3 fine."

              • CHAPTER 13 FRAUDULENT TRADING

                • 44. Fraudulent trading

                  Section 857 applies to LLPs, modified so that it reads as follows —

                  • 857. Fraudulent trading

                    (1) If any business of an LLP is carried on with intent to defraud creditors of the LLP or creditors of any other person, or for any fraudulent purpose, a contravention of the Companies Regulations is committed by every person who is knowingly a party to the carrying on of the business in that manner.
                    (2) This applies whether or not the LLP has been, or is in the course of being, wound up.
                    (3) A person who commits the contravention referred to in subsection (1) shall be liable for a fine of up to level 8.
                    (4) The provisions of this section are without prejudice to any other fine, censure or legal proceeding to which a member may be subject under the Companies Regulations or any other law or regulation applicable in the Abu Dhabi Global Market."

              • CHAPTER 14 PROTECTION OF MEMBERS AGAINST UNFAIR PREJUDICE

                • 45. Main provisions

                  Sections 858 to 860 apply to LLPs, modified so that they read as follows —

                  • 858. Petition by LLP member

                    (1) A member of an LLP may apply to the Court by petition for an order under this Part on the ground —
                    (a) that the LLP's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or
                    (b) that an actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial.
                    (2) For the purposes of subsection (1)(a), a removal of the LLP's auditor from office —
                    (a) on grounds of divergence of opinions on accounting treatments or audit procedures, or
                    (b) on any other improper grounds,
                    shall be treated as being unfairly prejudicial to the interests of some part of the LLP's members.
                    (3) The members of an LLP may by unanimous agreement exclude the right contained in subsection (1) either indefinitely or for such period as is specified in the agreement. The agreement must be recorded in writing.

                  • 859. Petition by the Board

                    (1) This section applies to an LLP in respect of which —
                    (a) the Board has exercised its powers of investigation under the Companies Regulations, or
                    (b) the Board has received a report from an investigator appointed by it under that Part.
                    (2) If it appears to the Board that in the case of such an LLP —
                    (a) the LLP's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members, or
                    (b) an actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial, it may apply to the Court by petition for an order under this Part.
                    (3) The Board may do this in addition to, or instead of, presenting a petition for the winding up of the LLP.

                  • 860. Powers of the Court under this Part

                    (1) If the Court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.
                    (2) Without prejudice to the generality of subsection (1), the Court's order may —
                    (a) regulate the conduct of the LLP's affairs in the future,
                    (b) require the LLP —
                    (i) to refrain from doing or continuing an act complained of, or
                    (ii) to do an act that the petitioner has complained it has omitted to do,
                    (c) authorise civil proceedings to be brought in the name and on behalf of the LLP by such person or persons and on such terms as the Court may direct,
                    (d) require the LLP or the members of the LLP not to make any, or any specified, alterations in the LLP agreement without the leave of the Court,
                    (e) provide for the purchase of the rights and interests of any members in the LLP by other members or by the LLP itself."

                • 46. Supplementary provision

                  Section 861 applies to LLPs as follows —

                  • 861. Application of general rule-making powers

                    The power of the Board to make rules under the Insolvency Regulations 2015, so far as relating to a winding up petition, applies for the purposes of a petition under this Part."

              • CHAPTER 15 DISSOLUTION AND RESTORATION TO THE REGISTER

                • Striking Off

                  • 47. Registrar's power to strike off defunct LLP

                    Sections 864 to 866 apply to LLPs, modified so that they read as follows —

                    • 864. Power to strike off LLP not carrying on business or in operation

                      (1) If the Registrar has reasonable cause to believe that an LLP is not carrying on business or in operation, the Registrar may send to the LLP a communication inquiring whether the LLP is carrying on business or in operation.
                      (2) If the Registrar does not within one month of sending the communication receive any answer to it, the Registrar must within 14 days after the expiration of that month send to the LLP a second communication referring to the first communication and stating —
                      (a) that no answer to it has been received, and
                      (b) that if an answer is not received to the second communication within one month from its date, a notice will be published on the Registrar's website with a view to striking the LLP's name off the register.
                      (3) If, within one month after sending the second communication, the Registrar —
                      (a) receives an answer to the effect that the LLP is not carrying on business or in operation, or
                      (b) does not receive any answer,
                      the Registrar may publish on the Registrar's website and send to the LLP, a notice that at the expiration of three months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.
                      (4) At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.
                      (5) The Registrar must publish notice on the Registrar's website of the LLP's name having been struck off the register.
                      (6) On the publication of the notice on the Registrar's website the LLP is dissolved.
                      (7) However —
                      (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and
                      (b) nothing in this section affects the power of the Court to wind up a LLP the name of which has been struck off the register.

                    • 865. Duty to act in case of LLP being wound up

                      (1) If, in a case where a LLP is being wound up —
                      (a) the Registrar has reasonable cause to believe —
                      (i) that no liquidator is acting, or
                      (ii) that the affairs of the LLP are fully wound up, and
                      (b) the returns required to be made by the liquidator have not been made for a period of 12 consecutive months,
                      the Registrar must publish on the Registrar's website and send to the LLP or the liquidator (if any), a notice that at the expiration of three months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.
                      (2) At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.
                      (3) The Registrar must publish notice on the Registrar's website of the LLP's name having been struck off the register.
                      (4) On the publication of the notice on the Registrar's website the LLP is dissolved.
                      (5) However —
                      (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and
                      (b) nothing in this section affects the power of the Court to wind up a LLP the name of which has been struck off the register.

                    • 866. Supplementary provisions as to service of communication or notice

                      (1) If the Registrar is not able to send a communication or notice under section 864 or 865 to an LLP in accordance with Schedule 4, the communication may be sent to a member of the LLP at an address for that member that has been notified to the Registrar by the LLP.
                      (2) If there is no member of the LLP whose name and address are known to the Registrar, the communication or notice may be sent to each of the persons who subscribed the incorporation document (if their addresses are known to the Registrar).
                      (3) A notice to be sent to a liquidator under section 865 may be sent to the address of the liquidator's last known place of business or to an address specified by the liquidator to the Registrar for the purpose of receiving notices, or notices of that kind.
                      (4) In this section "address" has the same meaning as in section 1008(1)."

                  • 48. Voluntary striking off

                    Sections 867 to 875 apply to LLPs, modified so that they read as follows —

                    • 867. Striking off on application by LLP

                      (1) On application by a LLP, the Registrar may strike the LLP's name off the register.
                      (2) The application —
                      (a) must be made by a majority of the members of an LLP, or
                      (b) if there are only two such members, by both of them, or
                      (c) if there is only one remaining member of an LLP, by that member, and
                      (d) must contain the prescribed information.
                      (3) The Registrar may not strike a LLP off under this section until after the expiration of three months from the publication by the Registrar on the Registrar's website of a notice —
                      (a) stating that the Registrar may exercise the power under this section in relation to the LLP, and
                      (b) inviting any person to show cause why that should not be done.
                      (4) The Registrar must publish notice on the Registrar's website of the LLP's name having been struck off.
                      (5) On the publication of the notice on the Registrar's website the LLP is dissolved.
                      (6) However —
                      (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and
                      (b) nothing in this section affects the power of the Court to wind up a LLP the name of which has been struck off the register.

                    • 868. Circumstances in which application not to be made: activities of LLP

                      (1) An application under section 867 (application for voluntary striking off) on behalf of a LLP must not be made if, at any time in the previous three months, the LLP has —
                      (a) changed its name,
                      (b) traded or otherwise carried on business,
                      (c) made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business, or
                      (d) engaged in any other activity, except one which is —
                      (i) necessary or expedient for the purpose of making an application under that section, or deciding whether to do so,
                      (ii) necessary or expedient for the purpose of concluding the affairs of the LLP,
                      (iii) necessary or expedient for the purpose of complying with any statutory requirement, or
                      (iv) specified by rules made by the Board by resolution for the purposes of this sub-paragraph.
                      (2) For the purposes of this section, a LLP is not to be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
                      (3) It is a contravention of the Companies Regulations for a person to make an application in contravention of this section.
                      (4) It is a defence to such a contravention for the person who committed the contravention to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.
                      (5) A person who commits a contravention under this section shall be liable to a level 3 fine.

                    • 869. Circumstances in which application not to be made: other proceedings not concluded

                      (1) An application under section 867 (application for voluntary striking off) on behalf of a LLP must not be made at a time when —
                      (a) an application to the Court under Part 25 has been made on behalf of the LLP for the sanctioning of a compromise or arrangement and the matter has not been finally concluded,
                      (b) the LLP is in administration under Part 1 (administration) of the Insolvency Regulations 2015,
                      (c) the LLP is being wound up under Part 3 (winding up) of the Insolvency Regulations 2015 whether voluntarily or by the Court, or a petition under that Part for winding up of the LLP by the Court has been presented and not finally dealt with or withdrawn,
                      (d) there is a receiver appointed in respect of the LLP's property.
                      (2) For the purposes of subsection (1)(a), the matter is finally concluded if —
                      (a) the application has been withdrawn,
                      (b) the application has been finally dealt with without a compromise or arrangement being sanctioned by the Court, or
                      (c) a compromise or arrangement has been sanctioned by the Court and has, together with anything required to be done under any provision made in relation to the matter by order of the Court, been fully carried out.
                      (3) It is a contravention of the Companies Regulations for a person to make an application in contravention of this section.
                      (4) It is a defence to such a contravention for the person who committed the contravention to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.
                      (5) A person who commits a contravention of this section shall be liable to a level 3 fine.

                    • 870. Copy of application to be given to members, employees, etc.

                      (1) A person who makes an application under section 867 (application for voluntary striking off) on behalf of a LLP must ensure that, within seven days from the day on which the application is made, a copy of it is given to every person who at any time on that day is —
                      (a) a member of the LLP,
                      (b) an employee of the LLP,
                      (c) a creditor of the LLP,
                      (d) a manager or trustee of any pension fund established for the benefit of employees of the LLP, or
                      (e) a person of a description specified for the purposes of this paragraph by an execution decision of the Registrar.
                      (2) Subsection (1) does not require a copy of the application to be given to a member who is a party to the application.
                      (3) The duty imposed by this section ceases to apply if the application is withdrawn before the end of the period for giving the copy application.
                      (4) A person who fails to perform the duty imposed on him by this section commits a contravention of the Companies Regulations.

                      If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated contravention.
                      (5) It is a defence to such a contravention for the person who committed the contravention to prove that he took all reasonable steps to perform the duty.
                      (6) A person who commits a contravention of this section (other than an aggravated contravention) shall be liable to a fine of up to level 7.

                    • 871. Copy of application to be given to new members, employees, etc.

                      (1) This section applies in relation to any time after the day on which a LLP makes an application under section 867 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn.
                      (2) A person who is a member of the LLP at the end of a day on which a person (other than himself) becomes —
                      (a) a member of the LLP,
                      (b) an employee of the LLP,
                      (c) a creditor of the LLP,
                      (d) a manager or trustee of any pension fund established for the benefit of employees of the LLP, or
                      (e) a person of a description specified for the purposes of this paragraph by rules made the Board by resolution, must ensure that a copy of the application is given to that person within seven days from that day.
                      (3) The duty imposed by this section ceases to apply if the application is finally dealt with or withdrawn before the end of the period for giving the copy application.
                      (4) A person who fails to perform the duty imposed on him by this section commits a contravention of the Companies Regulations.

                      If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated contravention.
                      (5) It is a defence to such a contravention for the person who committed the contravention to prove —
                      (a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 867, or
                      (b) that he took all reasonable steps to perform the duty.
                      (6) A person who commits a contravention of this section (other than an aggravated contravention) shall be liable to a fine of up to level 7.

                    • 872. Copy of application: provisions as to service of documents

                      (1) The following provisions have effect for the purposes of —

                      section 870 (copy of application to be given to members, employees, etc.), and —

                      section 871 (copy of application to be given to new members, employees, etc.).
                      (2) A document is treated as given to a person if it is —
                      (a) delivered to him in person, or
                      (b) left at his residential or service address, or
                      (c) sent by post to him at his service address.
                      (3) For the purposes of subsection (2)(c), service (whether the expression "serve" or the expression "give" or "send" or any other expression is used) of documents by post is, unless the contrary intention appears, deemed to be effected by properly addressing, pre-paying and posting a letter containing the document and, unless the contrary is proved, effected at the time at which the letter would be delivered in the ordinary course of post and, as it applies in relation to that subsection, the service address of a person is —
                      (a) in the case of a firm incorporated or formed in the Abu Dhabi Global Market, its registered office,
                      (b) in the case of a firm incorporated or formed outside the Abu Dhabi Global Market —
                      (i) if it has a place of business in the Abu Dhabi Global Market, its principal office in the Abu Dhabi Global Market, or
                      (ii) if it does not have a place of business in the Abu Dhabi Global Market, its registered or principal office,
                      (c) in the case of an individual, his last known service address.
                      (4) In the case of a creditor of the LLP a document is treated as given to him if it is left or sent by post to him —
                      (a) at the place of business of his with which the LLP has had dealings by virtue of which he is a creditor of the LLP, or
                      (b) if there is more than one such place of business, at each of them.

                    • 873. Circumstances in which application to be withdrawn

                      (1) This section applies where, at any time on or after the day on which a LLP makes an application under section 867 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn —
                      (a) the LLP —
                      (i) changes its name,
                      (ii) trades or otherwise carries on business,
                      (iii) makes a disposal for value of any property or rights other than those which it was necessary or expedient for it to hold for the purpose of making, or proceeding with, an application under that section, or
                      (iv) engages in any activity, except one to which subsection (4) applies,
                      (b) an application is made to the Court under Part 25 on behalf of the LLP for the sanctioning of a compromise or arrangement,
                      (c) an application to the Court for an administration order in respect of the LLP is made under sections 8 (administration application) or 17 (administration application to appoint specified person as administrators by holder of qualifying charge) of the Insolvency Regulations 2015,
                      (d) an administrator is appointed in respect of the LLP under Part 1 (administration) of the Insolvency Regulations 2015, or a copy of notice of intention to appoint an administrator of the LLP under any of those provisions is filed with the Court,
                      (e) there arise any of the circumstances in which, under Chapter 2 (voluntary winding up) of Part 3 (winding up) of the Insolvency Regulations 2015, the LLP may be voluntarily wound up,
                      (f) a petition is presented for the winding up of the LLP by the Court under Chapter 6 (compulsory winding up) of Part 3 (winding up) of the Insolvency Regulations 2015,
                      (g) a receiver is appointed in respect of the LLP's property is appointed.
                      (2) A person who, at the end of a day on which any of the events mentioned in subsection occurs, is a member of the LLP must secure that the LLP's application is withdrawn forthwith.
                      (3) For the purposes of subsection (1)(a), a LLP is not treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
                      (4) The excepted activities referred to in subsection (1)(a)(iv) are —
                      (a) any activity necessary or expedient for the purposes of —
                      (i) making, or proceeding with, an application under section 867 (application for voluntary striking off),
                      (ii) concluding affairs of the LLP that are outstanding because of what has been necessary or expedient for the purpose of making, or proceeding with, such an application, or
                      (iii) complying with any statutory requirement,
                      (b) any activity specified in rules made by the Board by resolution for the purposes of this subsection.
                      (5) A person who fails to perform the duty imposed on him by this section commits a contravention of the Companies Regulations.
                      (6) It is a defence to such a contravention for the person who committed the contravention to prove —
                      (a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 867, or
                      (b) that he took all reasonable steps to perform the duty.
                      (7) A person who commits a contravention under this section shall be liable to a level 3 fine.

                    • 874. Withdrawal of application

                      An application under section 867 is withdrawn by notice to the Registrar.

                    • 875. Meaning of "creditor"

                      In this Chapter "creditor" includes a contingent or prospective creditor."

                • Property of Dissolved LLP

                  • 49. Property vesting as bona vacantia

                    Sections 876 to 878 apply to LLPs, modified so that they read as follows —

                    • 876. Property of a dissolved LLP

                      (1) When a LLP is dissolved, all property and rights whatsoever vested in or held on trust for the LLP immediately before its dissolution (but not including property held by the LLP on trust for another person) are deemed to be bona vacantia and —
                      (a) accordingly belong to the Board, and
                      (b) vest and may be dealt with in the same manner as other bona vacantia accruing to the Board.
                      (2) Subsection (1) has effect subject to the possible restoration of the LLP to the register under Chapter 3 (see section 892).

                    • 877. Board disclaimer of property vesting as bona vacantia

                      (1) Where property vests in the Board under section 876, the Board's title to it under that section may be disclaimed by a notice signed by a person duly authorised by the Board.
                      (2) The right to execute a notice of disclaimer under this section may be waived by or on behalf of the Board either expressly or by taking possession.
                      (3) A notice of disclaimer must be executed within three years after —
                      (a) the date on which the fact that the property may have vested in the Board under section 876 first comes to the notice of the Board, or
                      (b) if ownership of the property is not established at that date, the end of the period reasonably necessary for the Board to establish the ownership of the property.
                      (4) If an application in writing is made to the Board by a person interested in the property requiring him to decide whether he will or will not disclaim, any notice of disclaimer must be executed within twelve months after the making of the application or such further period as may be allowed by the Court.
                      (5) A notice of disclaimer under this section is of no effect if it is shown to have been executed after the end of the period specified by subsection (3) or (4).
                      (6) A notice of disclaimer under this section must be delivered to the Registrar and retained and registered by him.
                      (7) Copies of it must be published on the website of the Registrar and sent to any persons who have given the Board notice that they claim to be interested in the property.

                    • 878. Effect of Board disclaimer

                      Where notice of disclaimer is executed under section 877 as respects any property, that property is deemed not to have vested in the Board under section 876."

                  • 50. Effect of Board disclaimer

                    Sections 879 to 881 apply to LLPs, modified so that they read as follows —

                    • 879. General effect of disclaimer

                      (1) The Board's disclaimer operates so as to determine, as from the date of the disclaimer, the rights, interests and liabilities of the LLP in or in respect of the property disclaimed.
                      (2) It does not, except so far as is necessary for the purpose of releasing the LLP from any liability, affect the rights or liabilities of any other person.

                    • 880. Disclaimer of leasehold property

                      (1) The disclaimer of any property of a leasehold character does not take effect unless a copy of the disclaimer has been served (so far as Board is aware of their addresses) on every person claiming under the LLP as underlessee , sublessee or mortgagee, and either —
                      (a) no application under section 881 (power of Court to make vesting order) is made with respect to that property before the end of the period of 14 days beginning with the day on which the last notice under this paragraph was served, or
                      (b) where such an application has been made, the Court directs that the disclaimer shall take effect.
                      (2) Where the Court gives a direction under subsection (1)(b) it may also, instead of or in addition to any order it makes under section 881, make such order as it thinks fit with respect to fixtures, tenant's improvements and other matters arising out of the lease.

                    • 881. Power of Court to make vesting order

                      (1) The Court may on application by a person who —
                      (a) claims an interest in the disclaimed property, or
                      (b) is under a liability in respect of the disclaimed property that is not discharged by the disclaimer,
                      make an order under this section in respect of the property.
                      (2) An order under this section is an order for the vesting of the disclaimed property in, or its delivery to —
                      (a) a person entitled to it (or a trustee for such a person), or
                      (b) a person subject to such a liability as is mentioned in subsection (1)(b) (or a trustee for such a person).
                      (3) An order under subsection (2)(b) may only be made where it appears to the Court that it would be just to do so for the purpose of compensating the person subject to the liability in respect of the disclaimer.
                      (4) An order under this section may be made on such terms as the Court thinks fit.
                      (5) On a vesting order being made under this section, the property comprised in it vests in the person named in that behalf in the order without conveyance, assignment or transfer."

                • Restoration To The Register

                  • 51. Administrative restoration to the register

                    Sections 882 to 886 apply to LLPs, modified so they read as follows —

                    • 882. Application for administrative restoration to the register

                      (1) An application may be made to the Registrar to restore to the register a LLP that has been struck off the register under section 864 or 865 (power of Registrar to strike off defunct LLP).
                      (2) An application under this section may be made whether or not the LLP has in consequence been dissolved.
                      (3) An application under this section may only be made by a former member of the LLP.
                      (4) An application under this section may not be made after the end of the period of six years from the date of the dissolution of the LLP.

                      For this purpose an application is made when it is received by the Registrar.

                    • 883. Requirements for administrative restoration

                      (1) On an application under section 882 the Registrar shall restore the LLP to the register if, and only if, the following conditions are met.
                      (2) The first condition is that the LLP was carrying on business or in operation at the time of its striking off.
                      (3) The second condition is that, if any property or right previously vested in or held on trust for the LLP has vested as bona vacantia, the Board has signified to the Registrar in writing consent to the LLP's restoration to the register.
                      (4) It is the applicant's responsibility to obtain that consent and to pay any costs of the Board —
                      (a) in dealing with the property during the period of dissolution, or
                      (b) in connection with the proceedings on the application,
                      that may be demanded as a condition of giving consent.
                      (5) The third condition is that the applicant has —
                      (a) delivered to the Registrar such documents relating to the LLP as are necessary to bring up to date the records kept by the Registrar, and
                      (b) paid any penalties under section 431 that were outstanding at the date of dissolution or striking off.

                    • 884. Application to be accompanied by statement of compliance

                      (1) An application under section 882 (application for administrative restoration to the register) must be accompanied by a statement of compliance.
                      (2) The statement of compliance required is a statement —
                      (a) that the person making the application has standing to apply (see subsection (3) of that section), and
                      (b) that the requirements for administrative restoration (see section 883) are met.
                      (3) The Registrar may accept the statement of compliance as sufficient evidence of those matters.

                    • 885. Registrar's decision on application for administrative restoration

                      (1) The Registrar must give notice to the applicant of the decision on an application under section 882 (application for administrative restoration to the register).
                      (2) If the decision is that the LLP should be restored to the register, the restoration takes effect as from the date that notice is sent.
                      (3) In the case of such a decision, the Registrar must —
                      (a) enter on the register a note of the date as from which the LLP's restoration to the register takes effect, and
                      (b) cause notice of the restoration to be published in on the website of the Registrar.
                      (4) The notice under subsection (3)(b) must state —
                      (a) the name of the LLP or, if the LLP is restored to the register under a different name (see section 891), that name and its former name,
                      (b) the LLP's registered number, and
                      (c) the date as from which the restoration of the LLP to the register takes effect.

                    • 886. Effect of administrative restoration

                      (1) The general effect of administrative restoration to the register is that the LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register.
                      (2) The LLP is not liable to a penalty under section 426 for a financial year in relation to which the period for filing accounts and reports ended —
                      (a) after the date of dissolution or striking off, and
                      (b) before the restoration of the LLP to the register.
                      (3) The Court may give such directions and make such provision as seems just for placing the LLP and all other persons in the same position (as nearly as may be) as if the LLP had not been dissolved or struck off the register.
                      (4) An application to the Court for such directions or provision may be made any time within three years after the date of restoration of the LLP to the register."

                  • 52. Supplementary provisions

                    Sections 891 and 892 apply to LLPs, modified so that they read as follows —

                    • 891. LLP's name on restoration

                      (1) An LLP is restored to the register with the name it had before it was dissolved or struck off the register, subject to the following provisions.
                      (2) If at the date of restoration the LLP could not be registered under its former name without contravening section 55 (name not to be the same as another in the Registrar's register of LLP names), it must be restored to the register —
                      (a) under another name specified —
                      (i) in the case of administrative restoration, in the application to the Registrar, or
                      (ii) in the case of restoration under a Court order, in the Court's order, or
                      (b) as if its registered number was also its name.
                      References to an LLP's being registered in a name, and to registration in that context, shall be read as including the LLP's being restored to the register.
                      (3) If an LLP is restored to the register under a name specified in the application to the Registrar, the provisions of

                      section 68 (change of name: registration and issue of new certificate of incorporation), and

                      section 69 (change of name: effect),

                      apply as if the application to the Registrar were notice of a change of name.
                      (4) If an LLP is restored to the register under a name specified in the Court's order, the provisions of —

                      section 68 (change of name: registration and issue of new certificate of incorporation), and

                      section 69 (change of name: effect),

                      apply as if the copy of the Court order delivered to the Registrar were notice of a change a name.
                      (5) If the LLP is restored to the register as if its registered number was also its name —
                      (a) the LLP must change its name within 14 days after the date of the restoration,
                      (b) the change may be made by determination of its members,
                      (c) the LLP must give notice to the Registrar of the change, and
                      (d) sections 68 and 69 apply as regards the registration and effect of the change.
                      (6) If the LLP fails to comply with subsection 5(a) or (c) a contravention of the Companies Regulations is committed by —
                      (a) the LLP, and
                      (b) every designated member of the LLP who is in default.
                      (7) A person who commits a contravention of the Companies Regulations under subsection 6 shall be liable to a level 2 fine.

                    • 892. Effect of restoration to the register where property has vested as bona vacantia

                      (1) The person in whom any property or right is vested by section 876 (property of a dissolved LLP) may dispose of, or of an interest in, that property or right despite the fact that the LLP may be restored to the register under this Chapter.
                      (2) If the LLP is restored to the register —
                      (a) the restoration does not affect the disposition (but without prejudice to its effect in relation to any other property or right previously vested in or held on trust for the LLP), and
                      (b) the Board shall pay to the LLP an amount equal to —
                      (i) the amount of any consideration received for the property or right or, as the case may be, the interest in it, or
                      (ii) the value of any such consideration at the time of the disposition,
                      or, if no consideration was received an amount equal to the value of the property, right or interest disposed of, as at the date of the disposition.
                      (3) There may be deducted from the amount payable under subsection (2)(b) the reasonable costs of the Board in connection with the disposition (to the extent that they have not been paid as a condition of administrative restoration or pursuant to a Court order for restoration)."

              • CHAPTER 16 INVESTIGATION OF LLPS AND THEIR AFFAIRS

                • 53. Requisition of documents

                  Sections 893 to 921 apply to LLPs, modified so that they read as follows —

                  • 893. Investigation of an LLP on its own application or that of its members

                    (1) The Registrar may appoint one or more competent inspectors to investigate the affairs of an LLP and to report the results of their investigations to it.
                    (2) The appointment may be made on the application of the LLP or on the application of not less than one-fifth in number of those who appear on from notifications made to the Registrar to be currently members of the LLP.
                    (3) The application shall be supported by such evidence as the Registrar may require for the purpose of showing that the applicant or applicants have good reason for requiring the investigation.
                    (4) The Registrar may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding 10,000 US dollars, or such other sum as it may by specify in rules made under this section, for payment of the costs of the investigation.

                  • 894. Other LLP investigations

                    (1) The Registrar shall appoint one or more competent inspectors to investigate the affairs of an LLP and report the result of their investigations to it, if the Court by order declares that its affairs ought to be so investigated.
                    (2) The Registrar may make such an appointment if it appears to it that there are circumstances suggesting —
                    (a) that the LLP's affairs are being or have been conducted with intent to defraud its creditors or the creditors of any other person, or otherwise for a fraudulent or unlawful purpose, or in a manner which is unfairly prejudicial to some part of its members, or
                    (b) that any actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial, or that the LLP was formed for any fraudulent or unlawful purpose, or
                    (c) that persons concerned with the LLP's formation or the management of its affairs have in connection therewith committed fraud, misfeasance or other misconduct towards it or towards its members, or
                    (d) that the LLP's members have not been given all the information with respect to its affairs which they might reasonably expect.
                    (3) Inspectors may be appointed under subsection (2) on terms that any report they may make is not for publication, and in such a case, the provisions of section 898(3) (availability and publication of inspectors' reports) do not apply.
                    (4) Subsections (1) and (2) are without prejudice to the powers of the Registrar under section 893, and the power conferred by subsection (2) is exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up.
                    (5) The reference in subsection (2) to a LLP's members includes any person who is not a member but to whom a member's interest in the LLP has been transferred or transmitted by operation of law.

                  • 895. Inspectors' powers during investigation.

                    If inspectors appointed under section 893 or 894 to investigate the affairs of a LLP think it necessary for the purposes of their investigation to investigate also the affairs of another body corporate which is or at any relevant time has been the LLP's subsidiary or holding LLP, or a subsidiary of its holding LLP or a holding LLP of its subsidiary, they have power to do so, and they shall report on the affairs of the other body corporate so far as they think that the results of their investigation of its affairs are relevant to the investigation of the affairs of the LLP first mentioned above.

                  • 896. Production of documents and evidence to inspectors.

                    (1) When inspectors are appointed under section 893 or 894, it is the duty of all members and agents of the LLP, and of all officers and agents of any other body corporate whose affairs are investigated —
                    (a) to produce to the inspectors all documents of or relating to the LLP or, as the case may be, the other body corporate which are in their custody or power,
                    (b) to attend before the inspectors when required to do so, and
                    (c) otherwise to give the inspectors all assistance in connection with the investigation which they are reasonably able to give.
                    (2) If the inspectors consider that an member or agent of the LLP or other body corporate, or any other person, is or maybe in possession of information relating to a matter which they believe to be relevant to the investigation, they may require him —
                    (a) to produce to them any documents in his custody or power relating to that matter,
                    (b) to attend before them, and
                    (c) otherwise to give them all assistance in connection with the investigation which he is reasonably able to give,
                    and it is that person's duty to comply with the requirement.
                    (3) An inspector may for the purposes of the investigation examine any person on oath, and may administer an oath accordingly.
                    (4) In this section a reference to members or to agents includes past, as well as present, members or agents (as the case may be), and "agents", in relation to a LLP or other body corporate, includes its bankers and solicitors and persons employed by it as auditors, whether these persons are or are not members of the LLP or other body corporate.
                    (5) An answer given by a person to a question put to him in exercise of powers conferred by this section (whether as it has effect in relation to an investigation under any of sections 893 to 895, or as applied by any other section in this Part) may be used in evidence against him.
                    (6) In this section "document" includes information recorded in any form.
                    (7) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document —
                    (a) in hard copy form, or
                    (b) in a form from which a hard copy can be readily obtained.
                    (8) An inspector may take copies of or extracts from a document produced in pursuance of this section.

                  • 897. Obstruction of inspectors treated as contempt of Court

                    (1) If any person —
                    (a) fails to comply with section 896(1)(a) or 896(1)(c),
                    (b) refuses to comply with a requirement under section 896(1)(b) or 896(2), or
                    (c) refuses to answer any question put to him by the inspectors for the purposes of the investigation,
                    the inspectors may certify that fact in writing to the Court.
                    (2) The Court may thereupon enquire into the case, and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, the Court may punish the offender in like manner as if he had committed contempt of the Court.

                  • Inspectors' reports

                    • 898. Inspectors' reports

                      (1) The inspectors may, and if so directed by the Registrar shall, make interim reports to the Registrar, and on the conclusion of their investigation shall make a final report to it.
                      (2) Any persons who have been appointed under section 893 or 894 may at any time and, if the Registrar directs them to do so, shall inform it of any matters coming to their knowledge as a result of their investigations.
                      (3) If the inspectors were appointed under section 894 in pursuance of an order of the Court, the Registrar shall furnish a copy of any report of theirs to the Court.
                      (4) In any case the Registrar may, if it thinks fit —
                      (a) forward a copy of any report made by the inspectors to the LLP's registered office,
                      (b) furnish a copy on request and on payment of the prescribed fee to —
                      (i) any member of the LLP or other body corporate which is the subject of the report,
                      (ii) any person whose conduct is referred to in the report,
                      (iii) the auditors of that LLP or body corporate,
                      (iv) the applicants for the investigation,
                      (v) the Financial Services Regulator,
                      (vi) any other person whose financial interests appear to the Board to be affected by the matters dealt with in the report, whether as a creditor of the LLP or body corporate, or otherwise, and
                      (c) cause any such report to be printed and published.

                    • 899. Expenses of investigating a LLP's affairs

                      (1) The expenses of an investigation under any of the powers conferred by this Part shall be defrayed in the first instance by the Registrar, but it may recover those expenses from the persons liable in accordance with this section.

                      There shall be treated as expenses of the investigation, in particular, such reasonable sums as the Registrar may determine in respect of general staff costs and overheads.
                      (2) A person who is found to have committed a contravention of the Companies Regulations in proceedings instituted as a result of the investigation may in the same proceedings be ordered to pay those expenses to such extent as may be specified in the order.
                      (3) A body corporate dealt with by an inspectors' report, where the inspectors were appointed otherwise than of the Registrar's own motion, is liable except where it was the applicant for the investigation, and except so far as the Registrar otherwise directs.
                      (4) Where inspectors were appointed —
                      (a) under section 893, or
                      (b) on an application under section 901(3), the applicant or applicants for the investigation is or are liable to such extent (if any) as the Registrar may direct.
                      (5) The report of inspectors appointed otherwise than of the Registrar's own motion may, if they think fit, and shall if the Registrar so directs, include a recommendation as to the directions (if any) which they think appropriate, in the light of their investigation, to be given under subsection (4) or (5) of this section.
                      (6) Any liability to repay the Registrar imposed by subsection (2) above is (subject to satisfaction of his right to repayment) a liability also to indemnify all persons against liability under subsections (4) and (5).
                      (7) A person liable under any one of those subsections is entitled to contribution from any other person liable under the same subsection, according to the amount of their respective liabilities under it.

                    • 900. Inspectors' report to be evidence

                      (1) A copy of any report of inspectors appointed under this Part, certified by the Registrar to be a true copy, is admissible in any legal proceedings as evidence of the opinion of the inspectors in relation to any matter contained in the report and, in proceedings relating to disqualification of a LLP member, as evidence of any fact stated therein.
                      (2) A document purporting to be such a certificate as is mentioned above shall be received in evidence and be deemed to be such a certificate, unless the contrary is proved.

                    • 901. Power to investigate LLP ownership

                      (1) Where it appears to the Registrar that there is good reason to do so, it may appoint one or more competent inspectors to investigate and report on the membership of any LLP, and otherwise with respect to the LLP, for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the LLP or able to control or materially to influence its policy.
                      (2) If an application for investigation under this section with respect to particular interests or debentures of an LLP is made to the Registrar by members of the LLP, and the number of applicants or the amount of interests held by them is not less than that required for an application for the appointment of inspectors under section 893(2)(a) or 893(2)(b), then, subject to the following provisions, the Registrar shall appoint inspectors to conduct the investigation applied for.
                      (3) The Registrar shall not appoint inspectors if it is satisfied that the application is vexatious, and where inspectors are appointed their terms of appointment shall exclude any matter in so far as the Registrar is satisfied that it is unreasonable for it to be investigated.
                      (4) The Registrar may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding 10,000 US dollars, or such other sum as it may by order specify, for payment of the costs of the investigation. An order under this subsection shall be made by Resolution.
                      (5) If on an application under subsection (3) it appears to the Registrar that the powers conferred by section 903 are sufficient for the purposes of investigating the matters which inspectors would be appointed to investigate, it may instead conduct the investigation under that section.
                      (6) Subject to the terms of their appointment, the inspectors' powers extend to the investigation of any circumstances suggesting the existence of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of the investigation.

                    • 902. Provisions applicable on investigation under section 901

                      (1) For purposes of an investigation under section 901, sections 895, 896, 897 and 898 apply with the necessary modifications of references to the affairs of the LLP or to those of any other body corporate, subject however to the following subsections.
                      (2) Those sections apply to —
                      (a) all persons who are or have been, or whom the inspector has reasonable cause to believe to be or have been, financially interested in the success or failure or the apparent success or failure of the company or any other body corporate whose membership is investigated with that of the company, or able to control or materially influence its policy (including persons concerned only on behalf of others), and
                      (a) any other person whom the inspector has reasonable cause to believe possesses information relevant to the investigation,
                      as they apply in relation to officers and agents of the company or the other body corporate (as the case may be)
                      (3) If the Registrar is of opinion that there is good reason for not divulging any part of a report made by virtue of section 901 and this section, it may under section 898 disclose the report with the omission of that part, and it may cause to be kept by the Registrar of companies a copy of the report with that part omitted or, in the case of any other such report, a copy of the whole report.

                    • 903. Power to obtain information as to those interested in LLP

                      (1) If it appears to the Registrar that there is good reason to investigate the ownership of any shares in or debentures of a company and that it is unnecessary to appoint inspectors for the purpose, it may require any person whom it has reasonable cause to believe to have or to be able to obtain any information as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures to give any such information to the Registrar.
                      (2) For this purpose a person is deemed to have an interest in shares or debentures if he has any right to acquire or dispose of them or of any interest in them, or to vote in respect of them, or if his consent is necessary for the exercise of any of the rights of other persons interested in them, or if other persons interested in them can be required, or are accustomed, to exercise their rights in accordance with his instructions.
                      (3) A person who fails to give information required of him under this section, or who in giving such information makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, commits a contravention of the Companies Regulations.
                      (1) A person who is found to have committed a contravention under this section shall be liable to a fine of up to level 8.

                    • 904. Power to impose restrictions on interests and debentures

                      (1) If in connection with an investigation under either section 901 or 903 it appears to the Registrar that there is difficulty in finding out the relevant facts about any interests (whether issued or to be issued), it may by order direct that the interests shall until further order be subject to the restrictions of Chapter 2 of this Part.
                      (2) If the Registrar is satisfied that an order under subsection (1) may unfairly affect the rights of third parties in respect of interests then the Registrar, for the purpose of protecting such rights and subject to such terms as it thinks fit, may direct that such acts by such persons or descriptions of persons and for such purposes as may be set out in the order, shall not constitute a breach of the restrictions of Chapter 2 of this Part.
                      (1) This section, and Chapter 2 in its application to orders under it, apply in relation to debentures as in relation to interests save that subsection (2) shall not so apply.

                    • 905. General powers to give directions

                      (1) In exercising his functions an inspector shall comply with any direction given to him by the Registrar under this section.
                      (2) The Registrar may give an inspector appointed under section 893, 894(2)or 901(1) a direction —
                      (a) as to the subject matter of his investigation (whether by reference to a specified area of a LLP's operation, a specified transaction, a period of time or otherwise), or
                      (b) which requires the inspector to take or not to take a specified step in his investigation.
                      (3) The Registrar may give an inspector appointed under any provision of this Part a direction requiring it to secure that a specified report under section 898 —
                      (a) includes the inspector's views on a specified matter,
                      (b) does not include any reference to a specified matter,
                      (c) is made in a specified form or manner, or
                      (d) is made by a specified date.
                      (4) A direction under this section —
                      (a) may be given on an inspector's appointment,
                      (b) may vary or revoke a direction previously given, and
                      (c) may be given at the request of an inspector.
                      (5) In this section —
                      (a) a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 895 (power to investigate affairs of holding LLP or subsidiary),
                      (b) "specified" means specified in a direction under this section.

                    • 906. Direction to terminate investigation

                      (1) The Registrar may direct an inspector to take no further steps in his investigation.
                      (2) The Registrar may give a direction under this section to an inspector appointed under section 894(1) or 901(3) only on the grounds that it appears to it that —
                      (a) matters have come to light in the course of the inspector's investigation which suggest that a contravention of the Companies Regulations or any other law of regulation applicable in the Abu Dhabi Global Market has been committed, and
                      (b) those matters have been referred to the appropriate prosecuting authority.
                      (3) Where the Registrar gives a direction under this section, any direction already given to the inspector under section 898(1) to produce an interim report, and any direction given to him under section 905(3) in relation to such a report, shall cease to have effect.
                      (4) Where the Registrar gives a direction under this section, the inspector shall not make a final report to the Registrar unless —
                      (a) the direction was made on the grounds mentioned in subsection (2) and the Board directs the inspector to make a final report to it, or
                      (b) the inspector was appointed under section 894(1)(appointment in pursuance of order of the Court).
                      (5) An inspector shall comply with any direction given to him under this section.
                      (6) In this section, a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 895 (power to investigate affairs of holding LLP or subsidiary).

                  • Resignation, removal and replacement of inspectors

                    • 907. Resignation and revocation of appointment

                      (1) An inspector may resign by notice in writing to the Registrar.
                      (2) The Registrar may revoke the appointment of an inspector by notice in writing to the inspector.

                    • 908. Appointment of replacement inspectors

                      (1) Where —
                      (a) an inspector resigns,
                      (b) an inspector's appointment is revoked, or
                      (c) an inspector dies,
                      the Registrar may appoint one or more competent inspectors to continue the investigation.
                      (2) An appointment under subsection (1) shall be treated for the purposes of this Part (apart from this section) as an appointment under the provision of this Part under which the former inspector was appointed.
                      (3) The Registrar must exercise its power under subsection (1) so as to secure that at least one inspector continues the investigation.
                      (4) Subsection (3) does not apply if —
                      (a) the Registrar could give any replacement inspector a direction under section 906 (termination of investigation), and
                      (b) such a direction would (under subsection (4) of that section) result in a final report not being made.
                      (5) In this section, references to an investigation include any investigation the former inspector conducted under section 895 (power to investigate affairs of holding LLP or subsidiary).

                  • Power to obtain information from former inspectors etc.

                    • 909. Obtaining information from former inspectors etc.

                      (1) This section applies to a person who was appointed as an inspector under this Part —
                      (a) who has resigned, or
                      (b) whose appointment has been revoked.
                      (2) This section also applies to an inspector to whom the Registrar has given a direction under section 906 (termination of investigation).
                      (3) The Registrar may direct a person to whom this section applies to produce documents obtained or generated by that person during the course of his investigation to —
                      (a) the Registrar,
                      (b) the Financial Services Regulator, or
                      (c) an inspector appointed under this Part.
                      (4) The power under subsection (3) to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document —
                      (a) in hard copy form, or
                      (b) in a form from which a hard copy can be readily obtained.
                      (5) The Registrar may take copies of or extracts from a document produced in pursuance of this section.
                      (6) The Registrar may direct a person to whom this section applies to inform it of any matters that came to that person's knowledge as a result of his investigation.
                      (7) A person shall comply with any direction given to him under this section.
                      (8) In this section —
                      (a) references to the investigation of a former inspector or inspector include any investigation he conducted under section 895 (power to investigate affairs of holding LLP or subsidiary), and
                      (b) "document" includes information recorded in any form.

                  • Requisition and seizure of books and papers

                    • 910. Registrar's power to require production of documents

                      (1) The Registrar may act under subsections (2) and (3) in relation to a LLP.
                      (2) The Registrar may give directions to the LLP requiring it —
                      (a) to produce such documents (or documents of such description) as may be specified in the directions,
                      (b) to provide such information (or information of such description) as may be so specified.
                      (3) The Registrar may authorise a person (an investigator) to require the LLP or any other person —
                      (a) to produce such documents (or documents of such description) as the investigator may specify,
                      (b) to provide such information (or information of such description) as the investigator may specify.
                      (4) A person on whom a requirement under subsection (3) is imposed may require the investigator to produce evidence of his authority.
                      (5) A requirement under subsection (2) or (3) must be complied with at such time and place as may be specified in the directions or by the investigator (as the case may be).
                      (6) The production of a document in pursuance of this section does not affect any lien which a person has on the document.
                      (7) The Registrar or the investigator (as the case may be) may take copies of or extracts from a document produced in pursuance of this section.
                      (8) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document —
                      (a) in hard copy form, or
                      (b) in a form from which a hard copy can be readily obtained.
                      (9) Any person who fails without reasonable excuse to comply with any requirement imposed in accordance with this section commits a contravention of the Companies Regulations.
                      (10) A person who commits a contravention under this section shall be liable to a fine of up to level 7.
                      (11) For the purposes of sections 912 and 915 (provision for security of information) documents obtained under this section shall be treated as if they had been obtained under the provision of this Part under which their production was or, as the case may be, could have been required.
                      (12) In this section "document" includes information recorded in any form.
                      (13) A statement made by a person in compliance with a requirement under section 910 may be used in evidence against him.

                    • 911. Protection in relation to certain disclosures: information provided to Registrar

                      (1) A person who makes a relevant disclosure is not liable by reason only of that disclosure in any proceedings relating to a breach of an obligation of confidence.
                      (2) A relevant disclosure is a disclosure which satisfies each of the following conditions —
                      (a) it is made to the Registrar otherwise than in compliance with a requirement under this Part,
                      (b) it is of a kind that the person making the disclosure could be required to make in pursuance of this Part,
                      (c) the person who makes the disclosure does so in good faith and in the reasonable belief that the disclosure is capable of assisting the Registrar for the purposes of the exercise of his functions under this Part,
                      (d) the information disclosed is not more than is reasonably necessary for the purpose of assisting the Registrar for the purposes of the exercise of those functions,
                      (e) the disclosure is not one falling within subsection (3) or (4).
                      (3) A disclosure falls within this subsection if the disclosure is prohibited by virtue of any law or regulation applicable in the Abu Dhabi Global Market whenever passed or made.
                      (4) A disclosure falls within this subsection if —
                      (a) it is made by a person carrying on the business of banking or by a lawyer, and
                      (b) it involves the disclosure of information in respect of which he owes an obligation of confidence in that capacity.

                    • 912. Provision for security of information obtained

                      (1) This section applies to information (in whatever form) obtained —
                      (a) in pursuance of a requirement imposed under section 910,
                      (b) by means of a relevant disclosure within the meaning of section 911(2),
                      (c) by an investigator in consequence of the exercise of his powers under section 918.
                      (2) Such information must not be disclosed unless the disclosure —
                      (a) is made to such persons as the Board may designate in rules made by resolution, or
                      (b) is of such a description as the as the Board may designate in rules made by resolution.
                      (3) A person who discloses any information in contravention of this section commits a contravention of the Companies Regulations.
                      (4) A person who commits a contravention under this section shall be liable to a fine of up to level 7.
                      (5) Any information which may by virtue of this section be disclosed to a person specified in subsection 2(b) may be disclosed to any officer or employee of the person.
                      (6) This section does not prohibit the disclosure of information if the information is or has been available to the public from any other source.
                      (7) For the purposes of this section, information obtained by an investigator in consequence of the exercise of his powers under section 918 includes information obtained by a person accompanying the investigator in pursuance of subsection (4) of that section in consequence of that person's accompanying the investigator.
                      (8) Nothing in this section authorises the making of a disclosure in contravention of applicable data protection legislation.

                    • 913. Punishment for destroying, mutilating etc. LLP documents

                      (1) A member or agent of a LLP who —
                      (a) destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting, or relating to the LLP's property or affairs, or
                      (b) makes, or is privy to the making of, a false entry in such a document, commits a contravention of the Companies Regulations, unless he proves that he had no intention to conceal the state of affairs of the LLP or to defeat the law.
                      (2) Such a person as above mentioned who fraudulently either parts with, alters or makes an omission in any such document or is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, commits a contravention of the Companies Regulations.
                      (3) A person who is found to have committed contravention under this section shall be liable to a fine of up to level 8.
                      (4) In this section "document" includes information recorded in any form.

                    • 914. Punishment for furnishing false information

                      (1) A person commits a contravention of the Companies Regulations if in purported compliance with a requirement under section 910 to provide information —
                      (a) he provides information which he knows to be false in a material particular,
                      (b) he recklessly provides information which is false in a material particular.
                      (2) A person who commits a contravention of this section shall be liable to a fine of up to level 7.

                    • 915. Disclosure of information by Board or inspector

                      (1) This section applies to information obtained —
                      (a) under sections 896 to 909,
                      (b) by an inspector in consequence of the exercise of his powers under section 918.
                      (2) The Registrar may, if it thinks fit —
                      (a) disclose any information to which this section applies —
                      (i) to any person to whom, or for any purpose for which, disclosure is permitted under section 446, or
                      (ii) to the Financial Services Regulator,
                      (b) authorise or require an inspector appointed under this Part to disclose such information to any such person or for any such purpose.
                      (3) Information to which this section applies may also be disclosed by an inspector appointed under this Part to —
                      (a) another inspector appointed under this Part, or
                      (b) a person authorised to exercise powers under —
                      (i) section 910 of the Companies Regulations, or
                      (ii) section 927 of the Companies Regulations (exercise of powers to assist non-Abu Dhabi Global Market regulatory authority).
                      (4) Any information which may by virtue of subsection (3) be disclosed to any person may be disclosed to any officer or servant of that person.
                      (5) The Registrar may, if it thinks fit, disclose any information obtained under section 903 to —
                      (a) the LLP whose ownership was the subject of the investigation,
                      (b) any member of the LLP,
                      (c) any person whose conduct was investigated in the course of the investigation,
                      (d) the auditors of the LLP, or
                      (e) any person whose financial interests appear to the Registrar to be affected by matters covered by the investigation.
                      (6) For the purposes of this section, information obtained by an inspector in consequence of the exercise of his powers under section 918 includes information obtained by a person accompanying the inspector in pursuance of subsection (4) of that section in consequence of that person's accompanying the inspector.
                      (7) The reference to an inspector in subsection (2)(b) above includes a reference to a person accompanying an inspector in pursuance of section 918.

                  • Supplementary

                    • 916. Privileged information.

                      (1) Nothing in sections 893 to 909 compels the disclosure by any person to the Registrar or to an inspector appointed by the Registrar of information in respect of which a claim to legal professional privilege could be maintained.
                      (2) Nothing in section 896, 901 or 903 requires a person (except as mentioned in subsection (3) below) to disclose information or produce documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless —
                      (a) the person to whom the obligation of confidence is owed is the LLP or other body corporate under investigation,
                      (b) the person to whom the obligation of confidence is owed consents to the disclosure or production, or
                      (c) the making of the requirement is authorised by the Registrar.
                      (3) Subsection (2) does not apply where the person owing the obligation of confidence is the LLP or other body corporate under investigation under section 893, 894 or 895.
                      (4) Nothing in sections 910 to 914 —
                      (a) compels the production by any person of a document or the disclosure by any person of information in respect of which a claim to legal professional privilege could be maintained,
                      (b) authorises the taking of possession of any such document which is in the person's possession.
                      (5) The Registrar must not under section 910 require, or authorise a person to require —
                      (a) the production by a person carrying on the business of banking of a document relating to the affairs of a customer of his, or
                      (b) the disclosure by it of information relating to those affairs,
                      unless one of the conditions in subsection (6) is met.
                      (6) The conditions are —
                      (a) the Registrar thinks it is necessary to do so for the purpose of investigating the affairs of the person carrying on the business of banking,
                      (b) the customer is a person on whom a requirement has been imposed under section 910,
                      (c) the customer is a person on whom a requirement to produce information or documents has been imposed by an investigator appointed by the Registrar.
                      (7) Despite subsections (1) and (2) a person who is a lawyer may be compelled to disclose the name and address of his client.

                    • 917. Investigation of non-Abu Dhabi Global Market companies

                      (1) The provisions of this Part apply to bodies corporate incorporated outside the Abu Dhabi Global Market which are carrying on business in the Abu Dhabi Global Market under the auspices of a licence granted under the Commercial Licensing Regulations 2015, or have at any time carried on business there, as they apply to companies under the Companies Regulations, but subject to the following exceptions, adaptations and modifications.
                      (2) The following provisions do not apply to such bodies —
                      (a) section 893 (investigation on application of LLP or its members),
                      (b) sections 901 to 903 (investigation of LLP ownership and power to obtain information as to those interested in shares, etc).
                      (3) The other provisions of this Part apply to such bodies subject to such adaptations and modifications as may be specified by rules made by the Board by resolution.

                    • 918. Power to enter and remain on premises

                      (1) An inspector or investigator may act under subsection (2) in relation to a LLP if —
                      (a) he is authorised to do so by the Registrar, and
                      (b) he thinks that to do so will materially assist him in the exercise of his functions under this Part in relation to the LLP.
                      (2) An inspector or investigator may at all reasonable times —
                      (a) require entry to relevant premises, and
                      (b) remain there for such period as he thinks necessary for the purpose mentioned in subsection (1)(b).
                      (3) Relevant premises are premises which the inspector or investigator believes are used (wholly or partly) for the purposes of the LLP's business.
                      (4) In exercising his powers under subsection (2), an inspector or investigator may be accompanied by such other persons as he thinks appropriate.
                      (5) A person who intentionally obstructs a person lawfully acting under subsection (2) or (4) commits a contravention of the Companies Regulations and shall be liable to a fine of up to level 5.
                      (6) An inspector is a person appointed under section 893, 894 or 901.
                      (7) An investigator is a person authorised for the purposes of section 910.

                    • 919. Power to enter and remain on premises: procedural

                      (1) This section applies for the purposes of section 918.
                      (2) The requirements of subsection (3) must be complied with at the time an inspector or investigator seeks to enter relevant premises under section 918.
                      (3) The requirements are —
                      (a) the inspector or investigator must produce evidence of his identity and evidence of his appointment or authorisation (as the case may be),
                      (b) any person accompanying the inspector or investigator must produce evidence of his identity.
                      (4) The inspector or investigator must, as soon as practicable after obtaining entry, give to an appropriate recipient a written statement containing such information as to —
                      (a) the powers of the investigator or inspector (as the case may be) under section 918,
                      (b) the rights and obligations of the LLP, occupier and the persons present on the premises, as may be prescribed by rules made by the Registrar.
                      (5) If during the time the inspector or investigator is on the premises there is no person present who appears to him to be an appropriate recipient for the purposes of subsection (8), the inspector or investigator must as soon as reasonably practicable send to the LLP —
                      (a) a notice of the fact and time that the visit took place, and
                      (b) the statement mentioned in subsection (4).
                      (6) As soon as reasonably practicable after exercising his powers under section 918, the inspector or investigator must prepare a written record of the visit and —
                      (a) if requested to do so by the LLP he must give it a copy of the record,
                      (b) in a case where the LLP is not the sole occupier of the premises, if requested to do so by an occupier he must give the occupier a copy of the record.
                      (7) The written record must contain such information as may be prescribed by regulations.
                      (8) If the inspector or investigator thinks that the LLP is the sole occupier of the premises an appropriate recipient is a person who is present on the premises and who appears to the inspector or investigator to be —
                      (a) a member of the LLP, or
                      (b) a person otherwise engaged in the business of the LLP if the inspector or investigator thinks that no member of the LLP is present on the premises.
                      (9) If the inspector or investigator thinks that the LLP is not the occupier or sole occupier of the premises an appropriate recipient is —
                      (a) a person who is an appropriate recipient for the purposes of subsection (8), and (if different)
                      (b) a person who is present on the premises and who appears to the inspector or investigator to be an occupier of the premises or otherwise in charge of them.

                    • 920. Failure to comply with certain requirements

                      (1) This section applies if a person fails to comply with a requirement imposed by an inspector, the Registrar or an investigator in pursuance of either of the following provisions —
                      (a) section 910,
                      (b) section 918.
                      (2) The inspector, Registrar or investigator (as the case may be) may certify the fact in writing to the Court.
                      (3) If, after hearing —
                      (a) any witnesses who may be produced against or on behalf of the alleged offender,
                      (b) any statement which may be offered in defence,
                      the Court is satisfied that the offender failed without reasonable excuse to comply with the requirement, it may deal with him as if he had committed contempt of the Court.

                    • 921. Contraventions by bodies corporate

                      Where a contravention of the Companies Regulations occurs under any of sections 912, 914 and 918, is committed by a body corporate, every officer of the body who is in default also commits the contravention.

                      For this purpose —

                      (a) any person who purports to act as member, manager or secretary of the body is treated as an officer of the body, and
                      (b) if the body is a LLP, any shadow member is treated as an member of the LLP."

              • CHAPTER 17 THE REGISTRAR OF COMPANIES

                • 54. Provisions of general application

                  (1) The application to LLPs by the following regulations of certain provisions of Part 31 of the Companies Regulations 2015 is without prejudice to the application in relation to LLPs of the provisions of that Part that are of general application.
                  (2) Those provisions are — sections 935 to 938 (the Registrar), sections 942 to 945 (delivery of documents to the Registrar), sections 946 to 950 (requirements for proper delivery), sections 954(1), 954(4), 954(5) and 966 (keeping and production of records), section 957 (preservation of original documents), sections 980 to 982 (language requirements: transliteration), sections 983 and 986 to 989 (supplementary provisions).

                • 55. Certificates of incorporation

                  Sections 939 and 940 apply to LLPs, modified so that they read as follows —

                  • 939. Public notice of issue of certificate of incorporation

                    (1) The Registrar must cause to be published —
                    (a) on its website, or
                    (b) in accordance with section 988 (alternative means of giving public notice),
                    notice of the issue by the Registrar of any certificate of incorporation of a LLP.
                    (2) The notice must state the name and registered number of the LLP and the date of issue of the certificate.
                    (3) This section applies to a certificate of incorporation issued under —
                    (a) section 67 (change of name), or
                    (b) any provision of Part 7 (re-registration),
                    as well as to the certificate issued on a LLP's formation.

                  • 940. Right to certificate of incorporation

                    Any person may require the Registrar to provide it with a copy of any certificate of incorporation of a LLP, signed by the Registrar or authenticated by the Registrar's seal."

                • 56. Registered numbers

                  Section 941 applies to LLPs, modified so that it reads as follows —

                  • 941. LLP's registered numbers

                    (1) The Registrar shall allocate to every LLP a number, which shall be known as the LLP's registered number.
                    (2) LLP's registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the Registrar may determine.
                    (3) The Registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.
                    (4) A change of a LLP's registered number has effect from the date on which the LLP is notified by the Registrar of the change.
                    (5) For a period of three years beginning with that date any requirement to disclose the LLP's registered number imposed by rules under section 70 (requirement to disclose LLP name etc.) is satisfied by the use of either the old number or the new."

                • 57. Public notice of receipt of certain documents

                  Sections 951 to 953 apply to LLPs, modified so that they read as follows —

                  • 951. Public notice of receipt of certain documents

                    (1) The Registrar must cause to be published —
                    (a) on its website, or
                    (b) in accordance with section 988 (alternative means of giving public notice), notice of the receipt by the Registrar of any document that, on receipt, is subject to the enhanced disclosure requirements (see section 952).
                    (2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt.
                    (3) The Registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the LLP to which the document relates.

                  • 952. Documents subject to enhanced disclosure requirements

                    (1) The documents subject to the "enhanced disclosure requirements" are as follows.
                    (2) In the case of every LLP —
                    Constitutional documents
                    1. The LLP's incorporation document.
                    2. Any notice delivered under section 8(4) of the Limited Liability Partnerships Regulations 2015.
                    3. Any notice of a change of the LLP's name.
                    Registered office
                    1. Notification of any change of the LLP's registered office.
                    Winding up
                    1. Copy of any winding up order in respect of the LLP.
                    2. Notice of the appointment of liquidators.
                    3. Order for the dissolution of a LLP on a winding up.
                    4. Return by a liquidator of the final meeting of a LLP on a winding up.
                    Members
                    1. Notification of any change among the LLP's members.
                    2. Notification of any change in the particulars of members required to be delivered to the Registrar.
                    Accounts, reports and returns
                    1. All documents required to be delivered to the Registrar under section 415 (duty to file accounts and reports with the Registrar).
                    2. All documents delivered to the Registrar under sections 385(2)(e), 425(2)(e) and 454(2)(e) (qualifying subsidiary companies: conditions for exemption from the audit, preparation and filing of individual accounts).
                    3. The LLP's annual return.

                  • 953. Effect of failure to give public notice

                    (1) A LLP is not entitled to rely against other persons on the happening of any event to which this section applies unless —
                    (a) the event has been officially notified at the material time, or
                    (b) the LLP shows that the person concerned knew of the event at the material time.
                    (2) The events to which this section applies are —
                    (a) (as regards service of any document on the LLP) a change of the LLP's registered office,
                    (b) the making of a winding up order in respect of the LLP, or
                    (c) the appointment of a liquidator in a voluntary winding up of the LLP.
                    (3) If the material time falls —
                    (a) on or before the 15th day after the date of official notification, or
                    (b) where the 15th day was not a working day, on or before the next day that was,
                    the LLP is not entitled to rely on the happening of the event as against a person who shows that he was unavoidably prevented from knowing of the event at that time.
                    (4) "Official notification" means —
                    (a) in relation to anything started in a document specified in, notification of that document in accordance with section 951, (public notice of receipt by Registrar of certain documents) of the amendment and the amended text of the articles,
                    (b) in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with the Insolvency Regulations 2015."

                • 58. The register

                  Sections 955 to 956 and 958 apply to LLPs, modified so that they read as follows —

                  • 955. Annotation of the register

                    (1) The Registrar must place a note in the register recording —
                    (a) the date on which a document is delivered to the Registrar,
                    (b) if a document is corrected under section 949, the nature and date of the correction,
                    (c) if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement,
                    (d) if material is removed —
                    (i) what was removed (giving a general description of its contents),
                    (ii) under what power, and
                    (iii) the date on which that was done,
                    (e) if a document is rectified under section 838, the nature and date of rectification,
                    (f) if a document is replaced under section 839, the fact that it has been replaced and the date of delivery of the replacement.
                    (2) The Registrar may annotate the register in such other circumstances and manners as it may decide in rules made by it under this section.
                    (3) No annotation is required in the case of a document that by virtue of section 946(2) (documents not meeting requirements for proper delivery) is treated as not having been delivered.
                    (4) A note may be removed if it no longer serves any useful purpose.
                    (5) Any duty or power of the Registrar with respect to annotation of the register is subject to the Court's power under section 972 (powers of Court on ordering removal of material from the register) to direct —
                    (a) that a note be removed from the register, or
                    (b) that no note shall be made of the removal of material that is the subject of the Court's order.
                    (6) Notes placed in the register in accordance with subsection (1), or in pursuance of an rules made under subsection (2), are part of the register for all purposes of the Companies Regulations.

                  • 956. Allocation of unique identifiers

                    (1) The Registrar may make rules for the use, in connection with the register, of reference numbers ("unique identifiers") to identify each person who is a member of an LLP.
                    (2) The rules may —
                    (a) provide that a unique identifier may in such form, consisting of one or more sequences of letters or numbers, as the Registrar may from time to time determine,
                    (b) make provision for the allocation of unique identifiers by the Registrar,
                    (c) require there to be included, in any specified description of documents delivered to the Registrar, as well as a statement of the person's name —
                    (i) a statement of the person's unique identifier, or
                    (ii) a statement that the person has not been allocated a unique identifier,
                    (d) enable the Registrar to take steps where a person appears to have more than one unique identifier to discontinue the use of all but one of them.
                    (3) The rules may make different provision for different descriptions of person and different descriptions of document."

                  • 958. Records relating to LLP's that have been dissolved etc

                    (1) This section applies where a LLP is dissolved.
                    (2) At any time after two years from the date on which it appears to the Registrar that the LLP has been dissolved, the Registrar may direct that records relating to the LLP or institution may be removed to such place as is directed by the Board, or otherwise destroyed."

                • 59. Inspection etc of the register

                  Sections 959 to 965 apply to LLPs, modified so that they read as follows —

                  • 959. Inspection of the register

                    (1) Any person may inspect the register.
                    (2) This section has effect subject to section 961 (material not available for public inspection).

                  • 960. Right to copy of material on the register

                    (1) Any person may require a copy of any publicly available material on the register.
                    (2) The fee for any such copy of material derived from a document subject to the enhanced disclosure requirements (see section 952), whether in hard copy or electronic form, must not exceed the administrative cost of providing it.
                    (3) This section has effect subject to section 961 (material not available for public inspection).

                  • 961. Material not available for public inspection

                    (1) The following material must not be made available by the Registrar for public inspection —
                    (a) protected information within section 228(1) (members' residential addresses: restriction on disclosure by Registrar),
                    (b) representations received by the Registrar in response to a notice under section 235(2) (notice of proposal to put members' usual residential address on the public record),
                    (c) any application to the Registrar under section 889 (application for administrative restoration to the register) that has not yet been determined or was not successful,
                    (d) any document received by the Registrar in connection with the giving or withdrawal of consent under section 949 (informal correction of documents),
                    (e) any application or other document delivered to the Registrar under section 962 (application to make address unavailable for public inspection) and any address in respect of which such an application is successful,
                    (f) any application or other document delivered to the Registrar under section 970 (application for rectification of register),
                    (g) any Court order under section 971 (rectification of the register under Court order) that the Court has directed under section 972 (powers of Court on ordering removal of material from the register) is not to be made available for public inspection,
                    (h) any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone,
                    (i) any other material excluded from public inspection by or under any other law or regulation applicable in the Abu Dhabi Global Market.
                    (2) A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies
                    (3) Material to which this section applies need not be retained by the Registrar for longer than appears to the Registrar reasonably necessary for the purposes for which the material was delivered to the Registrar.

                  • 962. Application to Registrar to make address unavailable for public inspection

                    (1) The Registrar may make rules which provide for the Registrar, on application, to make an address on the register unavailable for public inspection.
                    (2) The rules may make provision as to —
                    (a) who may make an application,
                    (b) the grounds on which an application may be made,
                    (c) the information to be included in and documents to accompany an application,
                    (d) the notice to be given of an application and of its outcome, and
                    (e) how an application is to be determined.
                    (3) Provision under subsection (2)(e) may in particular —
                    (a) confer a discretion on the Registrar,
                    (b) provide for a question to be referred to a person other than the Registrar for the purposes of determining the application.
                    (4) An application must specify the address to be removed from the register and indicate where on the register it is.
                    (5) The rules may provide —
                    (a) that an address is not to be made unavailable for public inspection under this section unless replaced by a service address, and
                    (b) that in such a case the application must specify a service address.

                  • 963. Form of application for inspection or copy

                    (1) The Registrar may specify the form and manner in which application is to be made for —
                    (a) inspection under section 959, or
                    (b) a copy under section 960.

                  • 964. Form and manner in which copies to be provided

                    (1) The following provisions apply as regards the form and manner in which copies are to be provided under section 960.
                    (2) Copies of documents subject to the enhanced disclosure requirements must be provided in hard copy or electronic form, as the applicant chooses.
                    (3) Subject to the preceding provisions of this section, the Registrar may determine the form and manner in which copies are to be provided.

                  • 965. Certification of copies as accurate

                    (1) Copies provided under section 960 in hard copy form must be certified as true copies unless the applicant dispenses with such certification.
                    (2) Copies so provided in electronic form must not be certified as true copies unless the applicant expressly requests such certification.
                    (3) A copy provided under section 960, certified by the Registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence —
                    (a) as of equal validity with the original document, and
                    (b) as evidence of any fact stated in the original document of which direct oral evidence would be admissible.
                    (4) Except in the case of documents that are subject to the enhanced disclosure requirements (see section 952), copies provided by the Registrar may, instead of being certified in writing to be an accurate record, be sealed with the Registrar's official seal."

                • 60. Correction or removal of material on the register

                  Sections 968 to 973 apply to LLPs, modified so that they read as follows —

                  • 968. Registrar's notice to resolve inconsistency on the register

                    (1) Where it appears to the Registrar that the information contained in a document delivered to the Registrar is inconsistent with other information on the register, the Registrar may give notice to the LLP to which the document relates —
                    (a) stating in what respects the information contained in it appears to be inconsistent with other information on the register, and
                    (b) requiring the LLP to take steps to resolve the inconsistency.
                    (2) The notice must —
                    (a) state the date on which it is issued, and
                    (b) require the delivery to the Registrar, within 14 days after that date, of such replacement or additional documents as may be required to resolve the inconsistency.
                    (3) If the necessary documents are not delivered within the period specified, contravention of the Companies Regulations is committed by —
                    (a) the LLP, and
                    (b) every designated member of the LLP who is in default.
                    (4) A person who commits the contravention referred to subsection (3) is liable to a level 2 fine.

                  • 969. Administrative removal of material from the register

                    (1) The Registrar may remove from the register anything that there was power, but no duty, to include.
                    (2) This power is exercisable, in particular, so as to remove —
                    (a) unnecessary material within the meaning of section 948, and
                    (b) material derived from a document that has been replaced under —

                    section 950 (replacement of document not meeting requirements for proper delivery),

                    or

                    section 968 (notice to remedy inconsistency on the register).
                    (3) This section does not authorise the removal from the register of —
                    (a) anything whose registration has had legal consequences in relation to the LLP as regards —
                    (i) its formation,
                    (ii) a change of name,
                    (iii) its re-registration,
                    (iv) a change of registered office,
                    (v) the registration of a charge, or
                    (vi) its dissolution,
                    (b) an address that is a person's service address for the purposes of section 1000 (service of documents on members).
                    (4) On or before removing any material under this section (otherwise than at the request of the LLP) the Registrar must give notice —
                    (a) to the person by whom the material was delivered (if the identity, and name and address of that person are known), or
                    (b) to the LLP to which the material relates (if notice cannot be given under paragraph (a) and the identity of that LLP is known).
                    (5) The notice must —
                    (a) state what material the Registrar proposes to remove, or has removed, and on what grounds, and
                    (b) state the date on which it is issued.

                  • 970. Rectification of register on application to Registrar

                    (1) The Registrar may make rules providing for the Registrar, on application, to remove from the register material of a description specified in the rules that —
                    (a) derives from anything invalid or ineffective or that was done without the authority of the LLP, or
                    (b) is factually inaccurate, or is derived from something that is factually inaccurate or forged.
                    (2) The rules may make provision as to —
                    (a) who may make an application,
                    (b) the information to be included in and documents to accompany an application,
                    (c) the notice to be given of an application and of its outcome,
                    (d) a period in which objections to an application may be made, and
                    (e) how an application is to be determined.
                    (3) An application must —
                    (a) specify what is to be removed from the register and indicate where on the register it is, and
                    (b) be accompanied by a statement that the material specified in the application complies with this section and the rules.
                    (4) If no objections are made to the application, the Registrar may accept the statement as sufficient evidence that the material specified in the application should be removed from the register.
                    (5) Where anything is removed from the register under this section the registration of which had legal consequences as mentioned in section 969(3), any person appearing to orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

                  • 971. Rectification of the register under Court order

                    (1) The Registrar shall remove from the register any material —
                    (a) that derives from anything that the Court has declared to be invalid or ineffective, or to have been done without the authority of the LLP, or
                    (b) that a Court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged, and that the Court directs should be removed from the register.
                    (2) The Court order must specify what is to be removed from the register and indicate where on the register it is.
                    (3) The Court must not make an order for the removal from the register of anything the registration of which had legal consequences as mentioned in section 969(3) unless satisfied —
                    (a) that the presence of the material on the register has caused, or may cause, damage to the LLP, and
                    (b) that the LLP's interest in removing the material outweighs any interest of other persons in the material continuing to appear on the register.
                    (4) Where in such a case the Court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.
                    (5) A copy of the Court's order must be sent to the Registrar for registration.
                    (6) This section does not apply where the Court has other, specific, powers to deal with the matter, for example under —
                    (a) the provisions of Part 14 relating to the revision of defective accounts and reports, or
                    (b) section 803 (rectification of register).

                  • 972. Powers of Court on ordering removal of material from the register

                    (1) Where the Court makes an order for the removal of anything from the register under section 971 (rectification of the register), it may give directions under this section.
                    (2) It may direct that any note on the register that is related to the material that is the subject of the Court's order shall be removed from the register.
                    (3) It may direct that its order shall not be available for public inspection as part of the register.
                    (4) It may direct —
                    (a) that no note shall be made on the register as a result of its order, or
                    (b) that any such note shall be restricted to such matters as may be specified by the Court.
                    (5) The Court shall not give any direction under this section unless it is satisfied —
                    (a) that —
                    (i) the presence on the register of the note or, as the case may be, of an unrestricted note, or
                    (ii) the availability for public inspection of the Court's order,
                    may cause damage to the LLP, and
                    (b) that the LLP's interest in non-disclosure outweighs any interest of other persons in disclosure.

                  • 973. Public notice of removal of certain material from the register

                    (1) The Registrar must cause to be published —
                    (a) on its website, or
                    (b) in accordance with section 988 (alternative means of giving public notice),
                    notice of the removal from the register of any document subject to the enhanced disclosure requirements (see section 952) or of any material derived from such a document.
                    (2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt."

                • 61. Language requirements: translation

                  Sections 977 to 979 and 981 apply to LLPs, modified so that they read as follows —

                  • 977. Documents to be drawn up and delivered in English

                    (1) The general rule is that all documents required to be delivered to the Registrar must be drawn up and delivered in English.
                    (2) This is subject to section 978 (documents that may be drawn up and delivered in other languages).

                  • 978. Documents that may be drawn up and delivered in other languages

                    (1) Documents to which this section applies may be drawn up and delivered to the Registrar in a language other than English, but when delivered to the Registrar they must be accompanied by a certified translation into English.
                    (2) This section applies to —
                    (a) documents required to be delivered under section 394(2)(f) (LLP included in accounts of larger group: required to deliver copy of group accounts),
                    (b) certified copies delivered under Part 24 (LLP charges),
                    (c) documents of any other description specified in rules made by the Board.

                  • 979. Certified translations

                    (1) In this Part a "certified translation" means a translation certified to be a correct translation.
                    (2) In the case of any discrepancy between the original language version of a document and a certified translation —
                    (a) the LLP may not rely on the translation as against a third party, but
                    (b) a third party may rely on the translation unless the LLP shows that the third party had knowledge of the original.
                    (3) A "third party" means a person other than the LLP or the Registrar."

                  • 981. Transliteration of names and addresses: voluntary transliteration into Roman characters

                    (4) Where a name or address is or has been delivered to the Registrar in a permitted form using Arabic, or another form other than Roman characters, the LLP (or other body) to which the document relates shall deliver to the Registrar a transliteration into Roman characters.
                    (5) The power of the Registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the transliteration in a form and manner enabling it to be associated with the original."

                • 62. Supplementary provisions

                  Sections 984 and 985 apply to LLPs, modified so that they read as follows —

                  • 984. General false statement contravention

                    (1) It is a contravention of the Companies Regulations for a person knowingly or recklessly —
                    (a) to deliver or cause to be delivered to the Registrar, for any purpose of the Companies Regulations, a document, or
                    (b) to make to the Registrar, for any such purpose, a statement,
                    that is misleading, false or deceptive in a material particular.
                    (2) A person who commits the contravention referred to in subsection (1) is liable to a fine of up to level 7.

                  • 985. Enforcement of LLP's filing obligations

                    (1) This section applies where a LLP has made default in complying with any obligation under the Companies Regulations —
                    (a) to deliver a document to the Registrar, or
                    (b) to give notice to the Registrar of any matter.
                    (2) The Registrar, or any member or creditor of the LLP, may give notice to the LLP requiring it to comply with the obligation.
                    (3) If the LLP fails to make good the default within 14 days after service of the notice, the Registrar, or any member or creditor of the LLP, may apply to the Court for an order directing the LLP, and any specified member of it, to make good the default within a specified time.
                    (4) The Court's order may provide that all costs of or incidental to the application are to be borne by the LLP or by any members of it responsible for the default.
                    (5) This section does not affect the operation of any law or regulation applicable in the Abu Dhabi Global Market imposing a fine for the default."

              • CHAPTER 18 OFFENCES

                • 63. Liability of member in default

                  Sections 990 and 991 apply to LLPs for the purposes of the Companies Regulations, modified so that they read as follows —

                  • 990. Liability of member in default

                    (1) This section has effect for the purposes of any provision of the Companies Regulations to the effect that, in the event of contravention of the Companies Regulations in relation to a LLP, a contravention is committed by every member or, as the case may be, designated member, of the LLP who is in default.
                    (2) A member or designated member is "in default" for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.

                  • 991. Liability of company or LLP as member in default

                    (1) Where a company or an LLP is a member or designated member of an LLP, it does not commit a contravention of the Companies Regulations as a member or designated member in default unless (in the case of a company) one of its officers is in default or (in the case of a member LLP) one of its members is in default.
                    (2) Where any such contravention of the Companies Regulations is committed by a company or LLP the officer or member in question also commits a contravention of the Companies Regulations and is liable to be fined accordingly.
                    (3) In this section an officer or member is "in default" for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.
                    (4) The provisions of this section are without prejudice to any other fine, censure or legal proceeding to which a member may be subject under the Companies Regulations or any other law or regulation applicable in the Abu Dhabi Global Market."

              • CHAPTER 19 SUPPLEMENTARY PROVISIONS AND INTERPRETATION

                • 64. LLP records

                  Sections 994 to 998 apply to LLPs, modified so that they read as follows —

                  • 994. Meaning of "LLP records"

                    In this Part "LLP records" means —

                    (a) any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Regulations to be kept by a LLP, and
                    (b) any register kept by a LLP of its debenture holders.

                  • 995. Form of LLP records

                    (1) LLP records —
                    (a) may be kept in hard copy or electronic form, and
                    (b) may be arranged in such manner as the members of the LLP think fit,
                    provided the information in question is adequately recorded for future reference.
                    (2) Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form.
                    (3) If a LLP fails to comply with this section, a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                    (4) A person who commits the contravention referred to in subsection (3) is liable to a level 2 fine.

                  • 996. Rules about where certain LLP records to be kept available for inspection

                    (1) The Board may make rules specifying places other than a LLP's registered office at which LLP records required to be kept available for inspection under a relevant provision may be so kept in compliance with that provision.
                    (2) The "relevant provisions" are —

                    section 118 (register of members),

                    section 156 (register of members' residential addresses),

                    section 798 (instruments creating charges).
                    (3) The rules may specify a place by reference to the LLP's principal place of business, the place at which the LLP keeps any other records available for inspection or in any other way.
                    (4) The rules may provide that a LLP does not comply with a relevant provision by keeping LLP records available for inspection at a place specified in the rules unless conditions specified in the rules are met.
                    (5) The rules —
                    (a) need not specify a place in relation to each relevant provision,
                    (b) may specify more than one place in relation to a relevant provision.
                    (6) A requirement under a relevant provision to keep LLP records available for inspection is not complied with by keeping them available for inspection at a place specified in the rules unless all the LLP's records subject to the requirement are kept there.

                  • 997. Regulations about inspection of records and provision of copies

                    (1) The Board may make rules as to the obligations of a LLP that is required by any provision of the Companies Regulations —
                    (a) to keep available for inspection any LLP records, or
                    (b) to provide copies of any LLP records.
                    (2) A LLP that fails to comply with the rules is treated as having refused inspection or, as the case may be, having failed to provide a copy.
                    (3) The rules may —
                    (a) make provision as to the time, duration and manner of inspection, including the circumstances in which and extent to which the copying of information is permitted in the course of inspection, and
                    (b) define what may be required of the LLP as regards the nature, extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies.
                    (4) Where there is power to charge a fee, the rules may make provision as to the amount of the fee and the basis of its calculation.
                    (5) Nothing in any provision of the Companies Regulations or in the rules shall be read as preventing a LLP —
                    (a) from affording more extensive facilities than are required by the rules, or
                    (b) where a fee may be charged, from charging a lesser fee than that prescribed or none at all.

                  • 998. Duty to take precautions against falsification

                    (1) Adequate precautions must be taken by LLPs —
                    (a) to guard against falsification of LLP records, and
                    (b) to facilitate the discovery of falsification of LLP records.
                    (2) If a LLP fails to comply with this section, a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                    (3) A person who commits the contravention referred to in subsection (2) under this section is liable to a level 2 fine."

                • 65. Service addresses

                  Sections 999 to 1002 apply to LLPs, modified so that they read as follows —

                  • 999. Service of documents on LLP

                    (1) A document may be served on a LLP by leaving it at, or sending it by post to, the LLP's registered office.
                    (2) For the purposes of this section a person's "registered address" means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.
                    (3) Further provision as to service and other matters is made in the LLP communications provisions (see section 1003).

                  • 1000. Service of documents on members and others

                    (1) A document may be served on a person to whom this section applies if it is —
                    (a) delivered to him in person, or
                    (b) left at his residential or service address, or
                    (c) sent by post to him at his service address.
                    (2) This section applies to a member of a LLP.
                    (3) This section applies whatever the purpose of the document in question.

                    It is not restricted to service for purposes arising out of or in connection with the appointment or position mentioned in subsection (2) or in connection with the LLP concerned.
                    (4) For the purposes of subsection (3)(c), service (whether the expression "serve" or the expression "give" or "send" or any other expression is used) of documents by post is, unless the contrary intention appears, deemed to be effected by properly addressing, pre-paying and posting a letter containing the document and, unless the contrary is proved, effected at the time at which the letter would be delivered in the ordinary course of post and, as it applies in relation to that subsection, the proper address of a person is —
                    (a) in the case of a firm incorporated or formed in the Abu Dhabi Global Market, its registered or principal office, or the registered office of its registered agent,
                    (b) in the case of a firm incorporated or formed outside the Abu Dhabi Global Market —
                    (i) if it has a place of business in the Abu Dhabi Global Market, its principal office in the Abu Dhabi Global Market, or
                    (ii) if it does not have a place of business in the Abu Dhabi Global Market, its registered or principal office,
                    (c) in the case of an individual, his last known address.
                    (5) In the case of a creditor of the LLP a document is treated as given to him if it is left or sent by post to him —
                    (a) at the place of business of his with which the LLP has had dealings by virtue of which he is a creditor of the LLP, or
                    (b) if there is more than one such place of business, at each of them.
                    (6) Further provision as to service and other matters is made in the LLP communications provisions (see section 1003).
                    (7) Nothing in this section shall be read as affecting any applicable law, regulation, or rule of law under which permission is required for service out of the jurisdiction.

                  • 1001. Service addresses

                    In the Companies Regulations a "service address", in relation to a person, means a post box or other address at which documents may be effectively served on that person by a postal service operating in the United Arab Emirates.

                  • 1002. Requirement to give service address

                    Any obligation under the Companies Regulations to give a person's address is, unless otherwise expressly provided, to give a service address for that person."

                • 66. Courts and legal proceedings

                  Section 1014 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

                  • 1014. Power of Court to grant relief in certain cases

                    (1) If in proceedings for negligence, default, breach of duty or breach of trust against —
                    (a) a member of a LLP, or
                    (b) a person employed by a LLP as auditor (whether he is or is not member of the LLP),
                    it appears to the Court hearing the case that the member or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the Court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.
                    (2) If any such member or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust —
                    (a) he may apply to the Court for relief, and
                    (b) the Court has the same power to relieve him as it would have had if it had been a Court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought."

                • 67. LLPs: Interpretation

                  Section 1024 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

                  • 1024. Dormant LLPs

                    (1) For the purposes of the Companies Regulations an LLP is "dormant" during any period in which it has no significant accounting transaction.
                    (2) A "significant accounting transaction" means a transaction that is required by section 379 to be entered in the LLP's accounting records.
                    (3) In determining whether or when an LLP is dormant, there shall be disregarded any transaction consisting of the payment of —
                    (a) a fee to the Registrar on a change of the LLP's name,
                    (b) a fine under section 426 (default in filing accounts), or
                    (c) a fee to the Registrar for the registration of an annual return.
                    (4) Any reference in the Companies Regulations to a body corporate other than a company being dormant has a corresponding meaning."

                • 68. Requirements of this Act

                  Section 1027 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

                  • 1027. References to requirements of the Companies Regulations

                    References in the LLP law provisions of the Companies Regulations to the requirements of the Companies Regulations include the requirements of rules made under them."

                • 69. Minor definitions

                  Section 1028 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

                  • 1028. Minor definitions: general

                    (1) In the Companies Regulations —

                    "body corporate" and "corporation" include a body incorporated other than under the Companies Regulations, but do not include —
                    (a) a corporation sole, or
                    (b) a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed,
                    "conditional sale agreement" means an agreement for the sale of goods or land under which the purchase price or part of it is payable by instalments, and the property in the goods or land is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods or land) until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled,

                    "firm" means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association,

                    "hire-purchase agreement" means an agreement, other than a conditional sale agreement, under which —
                    (c) goods are bailed in return for periodical payments by the person to whom they are bailed, and
                    (d) the property in the goods will pass to that person if the terms of the agreement are complied with and one or more of the following occurs —
                    (i) the exercise of an option to purchase by that person,
                    (ii) the doing of any other specified act by any party to the agreement,
                    (iii) the happening of any other specified event,
                    "LLP" means a limited liability partnership registered under the Limited Liability Partnerships Regulations 2015,

                    "LLP agreement" means any agreement, express or implied, between the members of the LLP or between the LLP and the members of the LLP which determines the mutual rights and duties of the members, and their rights and duties in relation to the LLP,

                    "non-ADGM LLP" means an LLP not formed or registered under the Companies Regulations,

                    "officer", in relation to a body corporate, includes a director, manager or secretary,

                    "parent LLP" means an LLP that is a parent undertaking (see section 1018 and Schedule 7),

                    "subsidiary LLP" means an LLP that is a subsidiary undertaking (see section 1018 and Schedule 7), and

                    "working day", in relation to a LLP, means every day except Friday, Saturday and public holidays in the United Arab Emirates."

            • PART 3 DEFAULT PROVISIONS

              The mutual rights and duties of the members and the mutual rights and duties of the LLP and the members shall be determined, subject to the provisions of the Limited Liability Partnerships Regulations 2015 and to the terms of any LLP agreement, by the following rules:

              (1) All the members of a LLP are entitled to share equally in the capital and profits of the LLP.
              (2) The LLP must indemnify each member in respect of payments made and personal liabilities incurred by him —
              (a) in the ordinary and proper conduct of the business of the LLP, or
              (b) in or about anything necessarily done for the preservation of the business or property of the LLP.
              (3) Every member may take part in the management of the LLP.
              (4) No member shall be entitled to remuneration for acting in the business or management of the LLP.
              (5) No person may be introduced as a member or voluntarily assign an interest in a LLP without the consent of all existing members.
              (6) Any difference arising as to ordinary matters connected with the business of the LLP may be decided by a majority of the members, but no change may be made in the nature of the business of the LLP without the consent of all the members.
              (7) The books and records of the LLP are to be made available for inspection at the registered office of the LLP or at such other place as the members think fit and every member of the LLP may when he thinks fit have access to and inspect and copy any of them.
              (8) Each member shall render true accounts and full information of all things affecting the LLP to any member or his legal representatives.
              (9) If a member, without the consent of the LLP, carries on any business of the same nature as and competing with the LLP, he must account for and pay over to the LLP all profits made by him in that business.
              (10) Every member must account to the LLP for any benefit derived by him without the consent of the LLP from any transaction concerning the LLP, or from any use by him of the property of the LLP, name or business connection.
              (11) No majority of the members can expel any member unless a power to do so has been conferred by express agreement between the members.

            • PART 4 FEES RELATING TO LLPS

              • CHAPTER 1 THE PERFORMANCE OF FUNCTIONS RELATING TO THE RECEIPT OF DOCUMENTS BY THE REGISTRAR AND THEIR REGISTRATION

                • Interpretation

                  • 1. General

                    (1) If the form of delivery is not specified in this Part, the fee specified below is only payable in respect of documents that are delivered in paper form.
                    (2) Where no provision is made for same day registration of the documents required to be delivered to the Registrar in relation to this Part, the fee specified below is only payable in respect of the delivery of documents other than for same day registration.

                • Fees Payable

                  • 2. LLPs

                    In respect of the performance by the Registrar of his functions in relation to the registration of documents delivered to him, the fee specified in relation to each matter below is payable on the registration of the documents so delivered relating to that matter—

                    Matter in relation to which fee is payable Amount of fee (USD)
                    (a) for the registration of an application to reserve a name for an LLP under section 47 of the Companies Regulations, 200.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    300.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    250.00
                    (b) for the registration of an application to extend the time period for the reservation of an LLP name, 200.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    300.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    250.00
                    (c) for the application for registration of amalgamation, 2,250.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    3,375.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    2,812.00
                    (d) for the application for administrative restoration, 1,500.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    2,250.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    1,875.00
                    (e) for the registration of an LLP— 1,500.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    2,250.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    1,875.00
                    (f) for the registration of all relevant documents in respect of an LLP delivered during a relevant period payable at the end of that period on the registration of the annual return of the LLP under section 778 of the Companies Regulations— 100.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    150.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    125.00
                    (g) for the registration of a notice of the appointment of an auditor, Nil
                    (h) for the registration of a notice of the reappointment or change of an LLP's auditors, Nil
                    (i) for the registration of financial statements, Nil
                    (j) for the registration of a notice of a change of name of an LLP under section 11 of the Limited Liability Partnerships Regulations (other than a change made in response to: (i) a direction of the Registrar under section 56 of the Companies Regulations, (ii) a determination by the Registrar under section 61 of the Companies Regulations, or (iii) on the restoration of the LLP under section 891(2)(a)(i) of the Companies Regulations)— 100.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    150.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    125.00
                    (k) for the registration of a notice of a change to the date of the end of the financial year for an LLP, Nil
                    (l) for the registration of a notice of a change in the particulars of any of the members of an LLP, 100.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    150.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    125.00
                    (m) for the registration of a notice of the appointment or cessation of a member, 100.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    150.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    125.00
                    (n) for the striking off the register of an LLP's name payable on an application under section 867 of the Companies Regulations, 100.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    150.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    125.00
                    (o) for the withdrawal of an application to strike-off the register an LLP's name. 100.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    150.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    125.00
                    (p) for the registration of a notice of an error in documents lodged with the Registrar, 100.00
                    (q)
                    (i) where the required documents are delivered in paper form for same day registration,
                    150.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    125.00
                    (r) for the registration of a notice of a change to the address of the registered office of an LLP, 100.00
                     
                    (i) where the required documents are delivered in paper form for same day registration,
                    150.00
                     
                    (ii) where the required documents are delivered in paper form other than for same day registration,
                    125.00

              • CHAPTER 2 THE PERFORMANCE OF FUNCTIONS RELATING TO THE INSPECTION OR PROVISION OF COPIES OF DOCUMENTS KEPT BY THE REGISTRAR

                • Fees Payable

                  • 1. Inspection and provision of documents in electronic form on the Registrar's Website

                    In respect of the performance of the Registrar's functions in relation to the inspection of the register and the provision of copies of material on the register, where an application for inspection or a copy is made by means of RW, the following fees are payable—

                    Matter in relation to which fee is payable Amount of fee (USD)
                    (a) for the inspection by means of RW of particulars of memberships held by a named person, Nil
                    (b) for the inspection by means of RW of a statement of particulars of a charge registered in respect of an LLP, Nil
                    (c) for a copy provided by means of RW (without prior inspection) of a document in respect of an LLP, 100.00
                    (d) for the inspection and provision of a copy of a document, by means of RW, in respect of an LLP, 100.00
                    (e) for a copy of a document or extract from a document in paper form, certified under section 965 of the Companies Regulations in relation to LLPs, applied for by means of RW— 100.00
                     
                    (i) where that copy is made available for collection at the RHO other than for same day collection,
                    125.00
                     
                    (ii) where that copy is made available for collection at the RHO for same day collection,
                    150.00
                    (f) for a copy certificate of incorporation in paper form under section 940 of the Companies Regulations, in relation to LLPs, applied for by means of RW and made available for collection at the RHO. 100.00

              • CHAPTER 3 FEES RELATING TO THE Licensing of LLPs BY THE REGISTRAR AND THEIR REGISTRATION

                Matter in relation to which fee is payable Amount of fee (USD)
                Category A Category B Category C
                (a) for the registration of an application for a licence under section 9 of the Commercial Licensing Regulations, 4,000.00 plus 9,000.00 for each set of business activities falling within the scope of the application 4,000.00 plus 4,000.00 for each set of business activities falling within the scope of the application 4,000.00
                (b) for the registration of an application for renewal of a licence under section 10 of the Commercial Licensing Regulations, 4,000.00 4,000.00 4,000.00
                (c) for the registration of an application for incorporation of an LLP as part of an application for a licence (Rule 9 of the Commercial Licensing Regulations 2015 (Conditions of Licence) Rules 2015 and section 9 of the Regulations), 1,500.00 1,500.00 1,500.00
                (d) for the registration of an application for variation of a licence (section 12(1) of the Commercial Licensing Regulations), 100.00 100.00 100.00
                (e) for the registration of an application for cancellation of a licence (section 12(2) of the Commercial Licensing Regulations) Nil Nil Nil

                Notes:

                1. "Business activity" means a description of activity specified by the Registrar for the purposes of these Rules. The Registrar may specify any number of distinct business activities for the purposes of these Rules. Business activities specified by the Registrar may or may not correspond to the controlled activities and a particular controlled activity may encompass any number of business activities specified by the Registrar. Nothing in these Rules prevents the Registrar from specifying a business activity which falls within the scope of more than one kind of controlled activity.
                2. A "set" of business activities means any aggregation of up to 10 business activities. For example, a Category A applicant applying for a licence for up to 10 business activities is subject to a fee for 1 set (USD 9,000.00) in addition to the USD 4,000.00 fee. If he applies for a licence for more than 10 but up to 20 business activities, he is subject to a fee for 2 sets (USD 18,000.00) in addition to the USD 4,000.00 fee. If he applies for a licence for more than 20 but up to 30 business activities, he is subject to a fee for 3 sets (USD 27,000.00) in addition to the USD 4,000.00 fee.
                3. Where an applicant applies for a licence to carry on a controlled activity, the application shall be regarded as including all business activities falling within the scope of the controlled activity.
                4. "Category A" refers to any applicant for a licence to carry on the controlled activity of financial services.
                5. "Category B" refers to any applicant (other than a Category C applicant) for a licence to carry on any controlled activity other than financial services.
                6. "Category C" refers to any applicant for a licence to carry on the controlled activity of other economic activities where the applicant intends only to carry on the activity of retail trade.

        • Application of English Law Regulations 2015

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          • APPLICATION OF ENGLISH LAW REGULATIONS 2015

            Regulations to apply English common law (including equity) and certain statutes in the Abu Dhabi Global Market and to make provision for connected purposes.

            Date of Enactment: 3 March 2015

            The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations—

            • 1. Application of Common Law and Equity

              (1) The common law of England (including the principles and rules of equity), as it stands from time to time, shall apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market—
              (a) so far as it is applicable to the circumstances of the Abu Dhabi Global Market;
              (b) subject to such modifications as those circumstances require;
              (c) subject to any amendment thereof (whenever made) pursuant to any Abu Dhabi Global Market enactment; and
              (d) notwithstanding any amendment thereof as part of the law of England made pursuant to an Act or any legislative instrument adopted thereunder at any time after the date of enactment of these Regulations, which amendment shall not apply and have legal force in, or form part of the law of, the Abu Dhabi Global Market, unless and until an Abu Dhabi Global Market enactment expressly provides that it applies and has legal force in, and forms part of the law of, the Abu Dhabi Global Market.
              (2) Subsection (1) is subject to any contrary provision in any Applicable Abu Dhabi Law or Abu Dhabi Global Market enactment. In the event of any conflict or inconsistency between (a) a provision, rule or principle of the common law of England (including the principles and rules of equity) and (b) any provision, rule or principle of any Applicable Abu Dhabi Law or Abu Dhabi Global Market enactment, the latter shall prevail.
              (3) Where a particular rule or principle of the common law of England (including the principles and rules of equity) has been abolished by a provision of an Act or any legislative instrument adopted thereunder, which provision does not apply in, have legal force in, and form part of the law of, the Abu Dhabi Global Market pursuant to the Schedule, that rule or principle shall, notwithstanding such abolition but subject to subsection (1), apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market.
              (4) Where a particular rule or principle of the common law of England (including the principles and rules of equity) has been modified by a provision of an Act or any legislative instrument adopted thereunder, which provision does not apply in, have legal force in, and form part of the law of, the Abu Dhabi Global Market pursuant to the Schedule, that rule or principle shall, notwithstanding such modification but subject to subsection (1), apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market without giving effect to any such modification.

            • 2. Application of Certain Statutes

              (1) The Acts specified in the first column of the Schedule, as and to the extent in force in England at the date of enactment of these Regulations, shall apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market—
              (a) to the extent specified in the second column thereof and subject to any omissions, insertions and modifications set out in that column;
              (b) subject to any amendment thereof (whenever made) pursuant to any Applicable Abu Dhabi Law or an Abu Dhabi Global Market enactment; and
              (c) notwithstanding any amendment thereof as part of the law of England made pursuant to an Act or any legislative instrument adopted thereunder at any time after the date of enactment of these Regulations, which amendment shall not apply and have legal force in, or form part of the law of, the Abu Dhabi Global Market, unless and until an Abu Dhabi Global Market enactment expressly provides that it applies and has legal force in, and forms part of the law of, the Abu Dhabi Global Market.
              (2) Subsection (1) is subject to any contrary provision in any Applicable Abu Dhabi Law or Abu Dhabi Global Market enactment. In the event of any conflict or inconsistency between (a) a provision of any Act applicable in the Abu Dhabi Global Market by virtue of subsection (1), and (b) any provision, rule or principle of any Applicable Abu Dhabi Law or Abu Dhabi Global Market enactment, the latter shall prevail.
              (3) In relation to any Act specified in the Schedule, unless the context otherwise requires or unless specified otherwise in these Regulations—
              (a) any reference to England, England and Wales, Great Britain or the United Kingdom shall be read as a reference to the Abu Dhabi Global Market, and "English", "British" and related expressions shall be construed accordingly;
              (b) any reference in such Act to a provision of any other Act shall be read as a reference to such provision as applied and having legal force in, and forming part of the law of, the Abu Dhabi Global Market;
              (c) any reference in an Abu Dhabi Global Market enactment to such Act shall be read as a reference to such Act as applied and having legal force in, and forming part of the law of, the Abu Dhabi Global Market;
              (d) any references to the "High Court" or the "County Court" shall be read as references to the Court;
              (e) the words "statute" or "enactment" shall be read as referring to any of (i) an Applicable Abu Dhabi Law, (ii) an Abu Dhabi Global Market enactment, or (iii) any other Act applied and having legal force in, and forming part of the law of, the Abu Dhabi Global Market pursuant to these Regulations, and "statutory" and like expressions shall be construed accordingly;
              (f) where, as of the date of enactment of these Regulations, any provision of such Act stands repealed in relation to England, it shall not apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market, notwithstanding that (i) the repeal is, in England, subject to any savings or transitional provisions, (ii) the repealed provision is not specifically omitted in the Schedule, and (iii) the provision of the repealing Act (or of any legislative instrument adopted thereunder) that effects the repeal is omitted by the Schedule or does not, pursuant to the Schedule, apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market;
              (g) where, as of the date of enactment of these Regulations, any provision of such Act has been modified or inserted into such Act by a provision of another Act (or of any legislative instrument adopted thereunder) and the first provision is, pursuant to the Schedule, applied and has legal force in, and forms part of the law of, the Abu Dhabi Global Market, it shall do so (or do so with such modification, if applicable) even if the second provision does not, pursuant to the Schedule, apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market and even if the second provision is omitted pursuant to the Schedule;
              (h) any references to (i) Scotland or Northern Ireland, or (ii) any Act relating solely to Scotland or Northern Ireland (including to any legislative instrument which relates solely to Scotland or Northern Ireland), shall be disregarded;
              (i) any provisions relating only to Scotland or Northern Ireland shall be disregarded;
              (j) any references to "land" or "real property" shall be read as references to "real property", as defined in the Real Property Regulations 2015;
              (k) any reference to "mortgage" in relation to land shall be read as a reference to "mortgage", as defined in the Real Property Regulations 2015;
              (l) any reference to a "personal representative" shall be read as a reference to the legal heir or representative of a deceased person; and
              (m) any reference in such Act to any provision of such Act that is omitted pursuant to the Schedule shall also be omitted.
              (4) Except as provided in these Regulations, no Act shall apply and have legal force in, or form part of the law of, the Abu Dhabi Global Market.
              (5) The Board may in any manner it thinks fit publish copies of the Acts which apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market reflecting such revisions as are made by these Regulations.
              (6) The copies of Acts published in accordance with subsection (5) shall, in the Court and for all purposes related to determining the law of the Abu Dhabi Global Market, be treated as authentic texts of those Acts as applicable and having legal force in, and forming part of the law of, the Abu Dhabi Global Market.

            • 3. Concurrent Administration of Law and Equity

              (1) The Court and all tribunals in the Abu Dhabi Global Market shall administer English common law and equity on the basis that, wherever there is any conflict or variance between the rules of equity and the rules of the common law with reference to the same matter, the rules of equity shall prevail.
              (2) The Court and all tribunals in the Abu Dhabi Global Market shall, when applying the law of the Abu Dhabi Global Market, give the same effect—
              (a) to all equitable estates, titles, rights, reliefs, defences and counterclaims, and to all equitable duties and liabilities; and
              (b) subject thereto, to all legal claims and demands and all estates, titles, rights, duties, obligations and liabilities existing by the common law or by any custom or created by any other law in force in the Abu Dhabi Global Market,
              and, subject to the provisions of these Regulations and any other law, shall so exercise their jurisdiction in every cause or matter before them as to secure that, as far as possible, all matters in dispute between the parties are completely and finally determined, and all multiplicity of legal proceedings with respect to any of those matters is avoided.
              (3) Nothing in these Regulations shall affect the power of the Court to stay any proceedings before it, where it thinks fit to do so, either of its own motion or on the application of any person, whether or not a party to the proceedings.

            • 4. Rule Against Perpetuities

              (1) The rule against perpetuities (or remoteness of vesting) is abolished.
              (2) A trust (whether created by an instrument or otherwise) may continue in existence for an unlimited period unless the terms of the trust provide to the contrary.
              (3) This section does not affect any rule of law that limits the duration of non-charitable purpose trusts.

            • 5. Power to Remove Difficulties

              The Board may, where it considers it necessary or expedient for the purpose of removing any difficulty arising from local conditions or circumstances in the application of any provision in any Act specified in the Schedule, make rules to modify or substitute that provision.

            • 6. Exclusion of Criminal Law

              Nothing in these Regulations creates a criminal offence.

            • 7. Interpretation

              In these Regulations, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings—

              "Abu Dhabi Global Market enactment" means any regulations adopted by the Board pursuant to Article 6(1) of the ADGM Founding Law, including any subordinate legislation adopted pursuant to any such regulations or pursuant to the ADGM Founding Law;

              "Act" means an Act of the Parliament of England, an Act of the Parliament of Great Britain, an Act of the Parliament of the United Kingdom of Great Britain and Ireland, or an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, as the context requires; and

              "Applicable Abu Dhabi Law" means any of the following: (i) the Constitution; (ii) the Financial Free Zones Law and any rules, orders, decrees, resolutions, by-laws, notifications or similar measures adopted pursuant to that law; (iii) any Federal Law which, pursuant to the Constitution and the Financial Free Zones Law, applies and has legal force in, and forms part of the law of, the Abu Dhabi Global Market; (iv) the ADGM Founding Law; and (v) a law issued after the date of enactment of these Regulations by His Highness the Ruler of the Emirate of Abu Dhabi which expressly provides for the law to have application in the Abu Dhabi Global Market and any rules, regulations, orders, resolutions or similar measures adopted pursuant to such law.

            • 8. Short Title, Extent and Commencement

              (1) These Regulations may be cited as the Application of English Law Regulations 2015.
              (2) These Regulations shall apply in the Abu Dhabi Global Market.
              (3) These Regulations come into force on the date of their publication. The Board may by rules make any transitional, transitory, consequential, saving, incidental or supplementary provision in relation to the commencement of these Regulations as the Board thinks fit.

              SCHEDULE: APPLICABLE STATUTES

              Section 2

              Act Extent of application and modifications
              Statute of Frauds 1677 (Chapter 3) The whole Act.
              Life Assurance Act 1774 (Chapter 48) The whole Act.
              Statute of Frauds Amendment Act 1828 (Chapter 14) The whole Act, other than section 9, which shall be omitted.
              Mercantile Law Amendment Act 1856 (Chapter 97) The whole Act, other than section 17, which shall be omitted, and subject to the following modification: in section 8, the words "United Kingdom of Great Britain and Ireland, the Islands of Man, Guernsey, Jersey, Alderney, and Sark, and the islands adjacent to any of them, being part of the dominions of Her Majesty" shall be substituted by the words "United Arab Emirates".
              Policies of Assurance Act 1867 (Chapter 144) The whole Act, other than section 8, which shall be omitted, and subject to the following modifications:

              (1) In section 3, the words "either in England or Scotland or Ireland" shall be omitted.
              (2) In section 4, the words "after the thirtieth day of September one thousand eight hundred and sixty seven" shall be omitted.
              (3) In section 6, the words "fee not exceeding 25p" shall be substituted by the words "reasonable fee".
              Apportionment Act 1870 (Chapter 35) The whole Act.
              Bankers' Books Evidence Act 1879 (Chapter 11) The whole Act, subject to the following modifications:

              (1) In sections 4 and 5, the words "commissioner or" shall be omitted.
              (2) In section 6, the words "or under the Civil Evidence (Scotland) Act 1988, or Schedule 3 to the Prisoners and Criminal Proceedings (Scotland) Act 1993 or Schedule 8 to the Criminal Procedure (Scotland) Act 1995" shall be omitted.
              (3) Subsections (1), (1A), (1B) and (1C) of section 9 shall be omitted.
              (4) In section 10: (i) in the definition of "legal proceeding" the words "or criminal" shall be omitted; (ii) paragraphs (b) and (c) of the definition of "legal proceeding" shall be omitted; (iii) the definition of "judge" shall be omitted; and (iv) the final sentence of the section shall be omitted.
              (5) In section 11, the words "Sunday, Christmas Day, Good Friday" shall be substituted by the words "Friday, Saturday".
              Bills of Exchange Act 1882 (Chapter 61) The whole Act, other than sections 98, 99 and 100, which shall be omitted, and subject to the following modifications:

              (1) Any references to the "British Islands" in the Act shall be read as references to the Abu Dhabi Global Market.
              (2) In section 2, the definition of "Postal operator" shall be substituted by the following definition: ""Postal operator" means a person who provides (a) the service of conveying postal packets from one place to another by post, or (b) any of the incidental services of receiving, collecting, sorting and delivering postal packets."
              (3) In subsection (1) of section 4, the definition o f "British Islands" shall be omitted.
              (4) In subsection (2) of section 13, the word "Sunday" shall be substituted by the words "Friday or Saturday".
              (5) Subsection (7A) of section 51 shall be omitted.
              (6) In subsection (1) of section 53, the words "This subsection shall not extend to Scotland" shall be omitted.
              (7) Subsection (2) of section 53 shall be omitted.
              (8) In section 74A, the words "the London, Edinburgh and Belfast Gazettes" shall be substituted by the words "at least two leading English language newspapers of the United Arab Emirates".
              (9) In section 92, the definition of "Non-business days" shall be substituted by the following: ""Non-business days" for the purposes of this Act mean any Friday, Saturday or any other day declared a public holiday in the United Arab Emirates.".
              (10) Subsection (2) of section 94 shall be omitted.
              (11) In subsection (3) of section 97: (i) the words "or in any repeal effected thereby" shall be omitted; (ii) paragraph (a) shall be omitted; (iii) in paragraph (b) the words "Companies Act 1862" shall be substituted by the words "Companies Regulations 2015" and the word "Acts" shall be substituted by the word "enactments"; and (iv) paragraph (c) shall be omitted.
              (12) In Schedule 1, the words "in the county of" and "188" shall be omitted.
              Factors Act 1889 (Chapter 45) The whole Act, other than section 16, which shall be omitted, and subject to the following modification: in section 9, the words in the second paragraph commencing with "for the purposes of this section" and ending with "in the agreement are fulfilled" shall be omitted.
              Partnership Act 1890 (Chapter 39) The whole Act, other than section 47, which shall be omitted, and subject to the following modifications:

              (1) In subsection (2) of section 1, the words "Companies Act 2006" shall be substituted by the words "Companies Regulations 2015" and the words "Act of Parliament or letters patent, or Royal Charter" shall be substituted by the word "enactment".
              (2) In paragraph (c) of subsection (3) of section 2, the words "surviving civil partner" shall be omitted.
              (3) In section 3, the words "100p in the pound" shall be substituted by the words "the full amount due".
              (4) Subsection (2) of section 4 shall be omitted.
              (5) In section 9, the words "and in Scotland severally also" and the words "in England or Ireland" shall be omitted.
              (6) In subsection (2) of section 20, the words "or in Scotland the title to and interest in any heritable estate" shall be omitted.
              (7) In subsection (3) of section 20, the words "or in Scotland of any heritable estate" shall be omitted.
              (8) In subsection (2) of section 23, the words "High Court or a judge thereof, or the county court in England and Wales or a county court in Northern Ireland" shall be substituted by the word "Court".
              (9) Subsection (5) of section 23 shall be omitted.
              (10) In subsection (1) of section 31, between the words "An assignment" and "by any partner" the words "of any nature" shall be inserted and between the words "by any partner of" and the words "his share in the partnership" the words "all or any part of" shall be inserted.
              (11) Subsection (2) of section 36 shall be substituted by the following subsection, namely: "(2) An advertisement shall be sufficient notice, to persons who had dealings with the firm before the date of the dissolution or change so advertised, of the change in constitution of the firm."
              (12) The following subsection shall be inserted after subsection (2) of section 36, namely: "(2A) The advertisement referred to in subsection (2) must be—(a) legible and clearly state the necessary details of a change of partner or dissolution o f the firm; and (b) placed in one or more newspapers or other publications best suited to bring the change or dissolution to the attention of any persons who may be affected by such change or dissolution."
              (13) In section 38, the words "and in relation to any prosecution of the partnership by virtue of section 1 of the Partnerships (Prosecution) (Scotland) Act 2013" shall be omitted.
              Bodies Corporate (Joint Tenancy) Act The whole Act.
              Marine Insurance Act 1906 (Chapter 41) The whole Act, subject to the following modifications:

              (1) Subsection (6) of section 18 shall be omitted.
              (2) Subsection (2) of section 19 shall be omitted.
              (3) Subsection (8) of section 20 shall be omitted.
              (4) In subsection (1) of section 91: (i) the words "or in any repeal effected thereby" shall be omitted; (ii) paragraph (a) shall be omitted; (iii) in paragraph (b) the words "Companies Act 1862" shall be substituted by the words "Companies Regulations 2015"; and (iv) paragraph (c) shall be omitted.
              (5) In Schedule 1, in the form of policy set out in it, the words "And it is agreed by us, the insurers, that this writing or policy of assurance shall be of as much force and effect as the surest writing or policy of assurance heretofore made in Lombard Street, or in the Royal Exchange, or elsewhere in London" appearing in the eighth paragraph shall be omitted and the word "London" appearing in the ninth paragraph shall be substituted by ".........".
              Limited Partnerships Act 1907 (Chapter 24) The whole Act, other than section 10, which shall be omitted, and subject to the following modifications:

              (1) In subsection (2) of section 4, the words "shall at the time of entering into such partnership contribute thereto a sum or sums as capital or property valued at a stated amount" shall be substituted by the words "may make one or more capital contributions (whether in cash or in kind) to the firm at any time", and the words "so contributed" shall be substituted by the words "of that limited partner's capital contributions (if any) (and without recourse to the personal assets of that limited partner other than such capital contributions)".
              (2) The words of subsection (3) of section 4 shall be substituted by the following words: "Subject to any agreement to the contrary among the partners, where a limited partner has made one or more capital contributions to the firm, that limited partner is entitled to withdraw all or any portion of its capital in the firm at any time. Subject to any agreement to the contrary among the partners and subject to any enactment or rule of law relating to insolvency, a limited partner that withdraws all or a portion of its capital contribution shall have no liability to return the amount so withdrawn to satisfy the debts and obligations of the firm".
              (3) The words of subsection (3) of section 6 shall be substituted by the following words: "In the event of a dissolution of a limited partnership, and subject to any order made by the Court providing for a different arrangement or procedure—(a) subject to any agreement among the partners to the contrary, the general partners shall wind up the affairs of the limited partnership or shall appoint a suitably qualified person (which may be a third party) to do so; and (b) if there are no general partners then, subject to any agreement among the partners to the contrary, the limited partners shall wind up the affairs of the limited partnership or shall appoint a suitably qualified person (which may be a third party) to do so."
              (4) After subsection (5) of section 6, the following subsection shall be inserted, namely: "(6) A limited partner shall not be treated as taking part in the management of the partnership business merely by doing one or more of the following—(a) taking part in a decision about the variation of the partnership agreement; (b) taking part in a decision about whether to approve or veto: (i) a type of investment, (ii) a particular investment by the limited partnership, or (iii) the participation by the relevant limited partner in a particular investment by the limited partnership; (c) taking part in a decision about whether the general nature of the partnership business should change; (d) taking part in a decision about whether to dispose of the partnership business or to acquire another business; (e) taking part in a decision about whether a person should become or cease to be a partner; (f) taking part in a decision about whether the term of the limited partnership should end, and/or whether the limited partnership should be wound up; (g) taking part in a decision about how the limited partnership should be wound up; (h) enforcing his rights under the partnership agreement (unless those rights are to carry out management functions); (i) approving the accounts of a limited partnership; (j) approving the valuation of the limited partnership's assets; (k) being engaged under a contract by the limited partnership or by a general partner in the limited partnership (unless the contract is to carry out managerial functions); (l) acting in his capacity as a director, member or employee of, or a shareholder in, a general partner or any person appointed to manage or advise the limited partnership in relation to the affairs of the limited partnership; (m) taking part in a decision which involves actual or potential conflicts of interests that affect or relate to the limited partnership or its business or any partner in the limited partnership; (n) discussing the prospects of the partnership business; (o) consulting or advising a general partner, or the general partners, or any person appointed to manage the limited partnership in relation to the affairs of the limited partnership or advising in relation to the activities of the limited partnership or about its accounts (including doing so as a member of an advisory committee of the limited partnership); (p) taking part in any decision regarding any changes in the persons responsible for the day-today management of the limited partnership; (q) taking part in any decision authorising any action by or on behalf of the limited partnership that is not otherwise prohibited by the terms of the partnership agreement; and (r) inspecting the books of the limited partnership and examining into the state and prospects of the partnership business, and advising partners thereon. The fact that a limited partner undertakes, or engages in, any activity not expressly referred to above shall not necessarily constitute that limited partner as taking part in the management of the partnership business.".
              (5) The following words shall be inserted after the words of section 7: "Notwithstanding the preceding sentence, and subject to any agreement among the partners to the contrary, limited partners shall not be subject to the duties contained in sections 28 and 30 of the Partnership Act 1890, or subject to equitable and common law duties (if any) of similar effect.".
              (6) In paragraph (d) of subsection (1) of section 8 A, the words "for the part of the United Kingdom in which the principal place of business of the limited partnership is to be situated" shall be omitted.
              (7) Paragraphs (a), (c), (d) and (f) of subsection (2) of section 8A shall be omitted.
              (8) Paragraph (b) of subsection (2) of section 8A shall be re-numbered as paragraph (a), paragraph (e) of that subsection shall be re-numbered as paragraph (b) and after that paragraph, there shall be inserted the following paragraph, namely: "(c) an election as to whether the limited partnership is to have legal personality (such an election being irrevocable and not subject to change).".
              (9) Subsection (3) of section 8B shall be omitted.
              (10) After subsection (4) of section 8C, the following subsection shall be inserted, namely: "(5) Where the application for registration of a limited partnership includes, in accordance with Section 8A, an election that the limited partnership have legal personality, then the certificate of registration shall specify that the limited partnership has legal personality and the certificate shall be conclusive evidence of such legal personality.".
              (11) Paragraphs (b), (e), (f) and (g) of subsection (1) of section 9 shall be omitted.
              (12) The words of paragraph (d) of subsection (1) of section 9 shall be substituted by the words "the general partners or the name of any general partner".
              (13) The words of subsection (2) of section 9 shall be substituted by the following words: "if default is made in compliance with the requirements of this section, the registrar may impose a fine not exceeding level 2 on the standard fines scale on each of the general partners.".
              (14) In section 13, the words "send by post to" shall be substituted by the word "provide".
              (15) The existing provision of section 14 shall be numbered as subsection (1) and after that subsection the following subsections shall be inserted, namely: "(2) The Registrar shall be empowered to—(a) remove a limited partnership from the register and index, on receipt by the Registrar of an application from the general partners of the limited partnership (or from the former general partners of the limited partnership in the case of a dissolved limited partnership) confirming that the limited partnership is to be removed from the register and index (and where applicable that the limited partnership has been dissolved) by, and in accordance with, the agreement of the partners; (b) remove a limited partnership from the register and index on its own initiative upon or following the dissolution of the limited partnership; (c) make a correction to the register and index in respect of a limited partnership, on receipt by the Registrar of an application from the general partners of that limited partnership or as may be directed by the Court. (3) In relation to each registered limited partnership, the register and index shall specify whether or not that limited partnership has legal personality.".
              (16) In subsection (1) of section 15, the words "registrar of companies" shall be substituted by the word "Registrar".
              (17) The words of subsection (2) of section 15 shall be substituted by the words "In this Act, references to the registrar are to be read as references to the Registrar established under the ADGM Founding Law.".
              (18) In subsection (1) of section 16, the words "and there shall be paid for such certificate of registration, certified copy or extract such fees as the Board of Trade may appoint, not exceeding 10p for the certificate of registration, and not exceeding 21/2p for each folio of seventy-two words, or in Scotland for each sheet of two hundred words" shall be substituted by the words "in each case for such fee as the registrar may from time to time determine.".
              (19) In subsection (2) of section 16, the words "civil or criminal" shall be omitted.
              (20) In section 17, the words "Board of Trade" shall be substituted by the word "Board".
              Trustee Act 1925 (Chapter 19) Parts II, III, IV and V only, other than sections 34, 35, 54, 56, 63A, 64, 67, and 70, which shall be omitted, and subject to the following modifications:

              (1) Subsection (3) of section 12 shall be omitted.
              (2) Subsection (4) of section 13 shall be omitted.
              (3) Subsection (2) of section 14 shall be omitted.
              (4) In section 15, the words "subject to the restrictions imposed in regard to receipts by a sole trustee not being a trust corporation", and the words "where by the instrument, if any, creating the trust, or by statute, a sole trustee is authorised to execute the trusts and powers reposed in him" shall be omitted.
              (5) In subsection (2) of section 16, the words "or to trustees of a settlement for the purposes of the Settled Land Act 1925, not being also the statutory owners" shall be omitted.
              (6) Subsections (3) and (4) of section 18 shall be omitted.
              (7) In subsection (1) of section 20, the words "or to a settlement within the meaning of the Settled Land Act 1925", the words "or by a tenant for life impeachable for waste" and the words "or settlement, as the case may be" shall be omitted.
              (8) In subsection (2) of section 20, the words "or settlement" shall be omitted.
              (9) Paragraphs (a) and (b) of subsection (3) of section 20 and subsection (6) of that section shall be omitted.
              (10) In subsection (4) of section 20, the words "and, in the case of money which is deemed to be capital money arising under the Settled Land Act 1925, be subject to the provisions of that Act with respect to the application of capital money by the trustees of the settlement" shall be omitted.
              (11) In paragraph (a) of subsection (2) of section 22, the words "place any distringas notice or" shall be omitted.
              (12) In subsection (10) of section 25: (i) the words "tenant for life and statutory owner" shall be omitted; (ii) in paragraph (a), the words "except any executor who has renounced probate" shall be omitted; and (iii) paragraphs (b) and (c) shall be omitted.
              (13) In subsection (1) of section 26: (i) paragraph (b) of that subsection shall be omitted; (ii) in paragraph (c) of that subsection the words "either of" shall be omitted and the words "foregoing paragraphs" shall be substituted by the words "foregoing paragraph"; and (iii) in the remainder of that subsection the words "or grant", the words "or grantee", and the words "or granted" shall be omitted.
              (14) Subsection (1A) of section 26 shall be omitted.
              (15) In subsection (2) of section 26, the words "or grantor" shall be omitted.
              (16) In subsection (3) of section 26: (i) the words ""grant" applies to a grant whether the rent is created by limitation, grant, reservation, or otherwise, and includes an agreement for a grant and any instrument giving any such indemnity as aforesaid or varying the liabilities under the grant", the words "and "grantee"" and the word "respectively" shall be omitted; and (ii) the word "include" shall be substituted by the word "includes" and the word "them" shall be substituted by the word "him".
              (17) In subsection (1) of section 27: (i) the words "the trustees of a settlement" shall be omitted; and (ii) the words "the Gazette" shall be substituted by the words "such manner as may be prescribed by the Board in rules made by the Board".
              (18) In subsection (2) of section 31, the words "or forms a civil partnership under that age", the words "or his formation of a civil partnership", the words "or formation of a civil partnership", the words "or for an entailed interest", the words "but without prejudice to any provision with respect thereto contained in any settlement by him made under any statutory powers during his infancy", and the words "and so that, if such property is settled land, such accumulations shall be held upon the same trusts as if the same were capital money arising therefrom" shall be omitted.
              (19) In subsection (3) of section 31, the words "pounds per centum" shall be substituted by the words "per cent".
              (20) Subsection (5) of section 31 shall be omitted.
              (21) Subsections (2) and (3) of section 32 shall be omitted.
              (22) In subsection (1) of section 33, the words "or civil partner" shall be omitted.
              (23) Subsections (2) and (4) of section 33 shall be omitted.
              (24) In subsection (1) of section 36, the words "subject to the restrictions imposed by this Act on the number of trustees" shall be omitted.
              (25) In subsection (2) of section 36, the words "but subject to the restrictions imposed by this Act on the number of trustees" shall be omitted.
              (26) In subsection (3) of section 36, the words "and of any enactment replaced thereby" shall be omitted.
              (27) Subsections (4), (5), (6A), (6B), (6C) and (6D) of section 36 shall be omitted.
              (28) In subsection (6) of section 36, the words "nor shall the number of trustees be increased beyond four by virtue of any such appointment" shall be omitted.
              (29) In subsection (9) of section 36, the words "of Protection" shall be omitted.
              (30) In subsection (1) of section 37, the words "subject to the restrictions imposed by this Act on the number of trustees", the words "not exceeding four", the words "save as hereinafter provided" and the words "but, except where only one trustee was originally appointed, and a sole trustee when appointed will be able to give valid receipts for all capital money, a trustee shall not be discharged from his trust unless there will be either a trust corporation or at least two persons to act as trustees to perform the trust" shall be omitted.
              (31) Subsection (2) of section 37 shall be omitted.
              (32) In subsection (1) of section 38, the words "coming into operation after the commencement of this Act" shall be omitted.
              (33) In subsection (1) of section 39, the words "two persons" shall be substituted by the words "one person", the first occurrence of the word "trustees" shall be substituted by the word "trustee" and any references to "co-trustees" and "continuing trustees" in section 39 or section 40 shall be construed accordingly.
              (34) In subsections (1) and (2) of section 40, the words "is made after the commencement of this Act and" shall be omitted.
              (35) In subsection (3) of section 40, the words "whether made before or after the commencement of this Act" shall be omitted.
              (36) In subsection (4) of section 40, the words "an Act of Parliament" shall be substituted by the words "any enactment".
              (37) Subsection (6) of section 40 shall be omitted.
              (38) Subsections (2) and (4) of section 41 shall be omitted.
              (39) In section 42, the words "other than the Public Trustee" shall be omitted.
              (40) The proviso to section 47 shall be omitted.
              (41) In subsections (3) and (4) of section 51, the words "Registrar of Government Stock" shall be substituted by the word "Registrar".
              (42) Subsection (6) of section 51 shall be omitted.
              (43) In section 55, the words "or under sections 15 to 20 of the Mental Capacity Act 2005 or any corresponding provision having effect in Northern Ireland" shall be omitted.
              (44) Subsection (4) of section 57 shall be omitted.
              (45) In section 59, the words "counsel and solicitor" shall be substituted by the word "lawyer".
              (46) In section 61, the words "whether the transaction alleged to be a breach of trust occurred before or after the commencement of this Act" shall be omitted.
              (47) Subsection (2) of section 62 shall be omitted.
              (48) In section 66, the words "Bank of England, the Registrar of Government Stock, any previous Registrar of Government Stock" shall be substituted by the word "Registrar".
              (49) In subsection (1) of section 68: (i) the definitions set out in paragraphs (4) (Gazette), (6) (Land), (9) (Personal representative), (15) (Tenant for life, statutory owner, settled land, settlement, trust instrument, trustees of the settlement, term of years absolute, and vesting instrument) and (20) (United Kingdom) shall be omitted; (ii) in the definition of "Instrument" the words "Act of Parliament" shall be substituted by the words "an enactment"; (iii) in the definition of "Mortgage" the words "by way of legal mortgage" shall be omitted; and (iv) in the definition of "Trust corporation" the words "the Public Trustee or", the word "either" and the words "or entitled by rules made under subsection (3) of section four of the Public Trustee Act 1906, to act as custodian trustee" shall be omitted.
              (50) Subsections (2) and (3) of section 68 shall be omitted.
              (51) Subsection (1) of section 69 shall be omitted.
              (52) Subsections (3) and (4) of section 71 shall be omitted.
              Law Reform (Miscellaneous Provisions) Act 1934 (Chapter 41) The whole Act, other than section 3, which shall be omitted, and subject to the following modification: subsection (2) of section 4 shall be omitted.
              Law Reform (Married Women and Tortfeasors) Act 1935 (Chapter 30) The whole Act, other than section 5, which shall be omitted, and subject to the following modifications:

              (1) Subsection (1) of section 4 shall be omitted.
              (2) In subsection (1) of section 2: (i) paragraph (a) shall be omitted; (ii) in paragraph (b) the words "married after the passing of this Act" shall be omitted; and (iii) in paragraph (c) the words "after the passing of this Act" shall be omitted.
              (3) Subsections (2) and (3) of section 8 shall be omitted.
              Law Reform (Frustrated Contracts) Act 1943 (Chapter 40) The whole Act, subject to the following modification: subsections (1) and (2) of section 2 shall be omitted.
              Law Reform (Contributory Negligence) Act 1945 (Chapter 28) The whole Act, other than sections 3, 5 and 6, which shall be omitted, and subject to the following modification: in subsection (5) of section 1, the words "the Limitation Act 1939, or any other enactment" shall be substituted by the words "any enactment".
              Law Reform (Personal Injuries) Act 1948 (Chapter 41) The whole Act, other than sections 2, 4 and 5, which shall be omitted, and subject to the following modifications:

              (1) Subsection (2) of section 1 shall be omitted.
              (2) Subsection (2) of section 6 shall be omitted.
              Occupiers' Liability Act 1957 (Chapter 31) The whole Act, other than sections 6 and 7, which shall be omitted, and subject to the following modifications:

              (1) Subsection (4) of section 1 shall be omitted.
              (2) In subsection (4) of section 3, the words "(including a statutory tenancy which does not in law amount to a tenancy)" shall be omitted.
              (3) Subsection (5) of section 3 shall be omitted.
              (4) Subsection (4) of section 5 shall be omitted.
              (5) Subsections (2) and (3) of section 8 shall be omitted.
              Cheques Act 1957 (Chapter 36) The whole Act, other than section 7, which shall be omitted, and subject to the following modifications:

              (1) Paragraph (c) of subsection (2) of section 4 shall be omitted.
              (2) Subsection (2) of section 8 shall be omitted.
              Variation of Trusts Act 1958 (Chapter 53) The whole Act, other than section 2, which shall be omitted, and subject to the following modifications:

              (1) In subsection (1) of section 1, the words "arising, whether before or after the passing of this Act, under any will, settlement or other disposition" shall be omitted.
              (2) Subsections (3), (5) and (6) of section 1 shall be omitted.
              Corporate Bodies' Contracts Act 1960 (Chapter 46) The whole Act, subject to the following modifications:

              (1) Subsection (5) of section 1 shall be omitted.
              (2) In section 2, the reference to the "Companies Act 2006" shall be read as a reference to the Companies Regulations 2015.
              (3) Paragraph (c) of section 2 shall be omitted.
              (4) Subsection (3) of section 4 shall be omitted.
              Law Reform (Husband and Wife) Act 1962 (Chapter 48) The whole Act, other than section 2, which shall be omitted, and subject to the following modifications:

              (1) Paragraph (b) of subsection (2) of section 1, and the words appearing after that paragraph shall be omitted.
              (2) Subsection (4) of section 1 shall be omitted.
              (3) In subsection (3) of section 3, the words "and subsection (1) of section two" shall be omitted.
              (4) Subsections (4) and (5) of section 3 shall be omitted.
              Hire-Purchase Act 1964 (Chapter 53) The whole Act, subject to the following modifications:

              (1) In subsection (1) of section 27, the words "or (in Scotland) hired" shall be omitted.
              (2) In subsection (1) of section 28, the words "(whether criminal or civil)" and the words "or (in Scotland) hired" shall be omitted.
              (3) In section 29, the words "or (in Scotland) hired", the words "or (in Scotland) hiring" and the words "or hired" shall be omitted.
              (4) In paragraph (b) of subsection (4) of section 29, the words "including a person who at the time is, by virtue of section 130(4) of the Consumer Credit Act 1974 treated as a bailee or (in Scotland) a custodier of the vehicle" shall be omitted.
              (5) Subsection (5) of section 37 shall be omitted.
              Misrepresentation Act 1967 (Chapter 7) The whole Act, other than section 5, which shall be omitted, and subject to the following modifications:

              (1) Subsections (4) and (5) of section 2 shall be omitted.
              (2) Subsections (2), (3) and (4) of section 6 shall be omitted.
              Law Reform (Miscellaneous Provisions) Act 1970 (Chapter 33) The whole Act, other than the Schedule, which shall be omitted, and subject to the following modifications:

              (1) Subsection (2) of section 1 shall be omitted.
              (2) In subsection (1) of section 2, the words "including any such rule as explained by section 37 of the Matrimonial Proceedings and Property Act 1970" shall be omitted.
              (3) Subsection (2) of section 2 shall be omitted.
              (4) In section 5, the words "except in the case of a cause of action accruing before this Act comes into force if an action in respect thereof has been begun before this Act comes into force" shall be omitted.
              (5) Subsections (2), (3) and (4) of section 7 shall be omitted.
              Powers of Attorney Act 1971 (Chapter 27) The whole Act, other than Schedule 2, which shall be omitted, and subject to the following modifications:

              (1) In paragraph (b) of subsection (1) of section 3, the words "solicitor, authorised person or stockbroker" shall be substituted by the word "lawyer".
              (2) Subsections (3) and (5) of section 3 shall be omitted.
              (3) In subsection (4) of section 3, the words "section 4 of the Evidence and Powers of Attorney Act 1940 (proof of deposited instruments by office copy) and to" shall be omitted.
              (4) Subsection (3) of section 4 shall be omitted.
              (5) In paragraph (b) of subsection (4) of section 5, the words "statutory declaration" shall be substituted by the words "a declaration in a form prescribed by the Board in rules made by the Board".
              (6) The words of subsection (6) of section 5 shall be substituted by the following words: "In this section—(a) "purchaser" means a purchaser in good faith for money or money's worth and includes a lessee, mortgagee or other person who for money or money's worth acquires an interest in property; (b) where the context so requires "purchaser" includes an intending purchaser; and (c) "purchase" has a meaning corresponding with that of "purchaser".".
              (7) Subsection (7) of section 5 shall be omitted.
              (8) The words of subsection (2) of section 6 shall be substituted by the following words: "In this section—
              (a) "registered securities" means transferable securities the holders of which are entered in a register (whether maintained in the Abu Dhabi Global Market or not); and
              (b) "stock exchange transaction" means a sale and purchase of securities in which each of the parties is a member of a stock exchange acting in the ordinary course of his business as such or is acting through the agency of such a member; and for the purposes of this definition "stock exchange" means any stock exchange which is declared to be a recognised stock exchange in rules made by the Board.".
              (9) Subsections (1A), (2) and (4) of section 7 shall be omitted.
              (10) In subsection (2) of section 10, the words "or as a tenant for life or statutory owner within the meaning of the Settled Land Act 1925" shall be omitted.
              (11) Subsections (2), (3) and (5) of section 11 shall be omitted.
              Supply of Goods (Implied Terms) Act 1973 (Chapter 13) The whole Act, other than sections 12A and 17, which shall be omitted, and subject to the following modifications:

              (1) In subsection (1) of section 8, the words "or (in Scotland) hired" shall be omitted.
              (2) In subsection (2) of section 8, the words "or hired" shall be omitted.
              (3) In subsection (3) of section 8, the words "as regards England and Wales and Northern Ireland" shall be omitted.
              (4) In subsection (1) of section 9, the words "or (in Scotland) hired" and the words "or hired" shall be omitted.
              (5) In subsection (1A) of section 9, the words "as regards England and Wales and Northern Ireland" shall be omitted.
              (6) In subsection (2) of section 9, the words "or hired" and the words "or hire" shall be omitted.
              (7) In subsection (1) of section 10, the words "including any enactment of the Parliament of Northern Ireland, or the Northern Ireland Assembly" and the words "or (in Scotland) hired" shall be omitted.
              (8) In subsection (2) of section 10, the words "or hires" shall be omitted.
              (9) In subsection (2C) of section 10, the words "or hired" shall be omitted.
              (10) In subsection (2D) of section 10, the words "or hired" and the words "or, in Scotland, if the goods are hired to a person under a consumer contract" shall be omitted.
              (11) In subsection (2F) of section 10, the words "or hired" and the words "or, in Scotland, whether or not the goods are hired to a person under a consumer contract" shall be omitted.
              (12) In subsection (3) of section 10, the words "or hires" and the words "or hired" shall be omitted.
              (13) In subsection (5) of section 10, the words "or hiring" and the words "or hired" shall be omitted.
              (14) In subsection (7) of section 10, the words "as regards England and Wales and Northern Ireland" shall be omitted.
              (15) Subsection (8) of section 10 shall be omitted.
              (16) In subsection (1) of section 11, the words "or (in Scotland) hired" and the words "or hired" shall be omitted.
              (17) In subsection (2) of section 11, the words "as regards England and Wales and Northern Ireland" shall be omitted.
              (18) Subsection (5) of section 11A shall be omitted.
              (19) In subsection (2) of section 14, the words "in England and Wales and Northern Ireland" shall be omitted.
              (20) In subsection (1) of section 15: (i) in the definition of "business", the words "(including a Northern Ireland department)" shall be omitted; (ii) in the definition of "creditor", the words "or (in Scotland) hired" shall be omitted; (iii) in the definition of "hire-purchase agreement" the words "or (in Scotland) hired" and the words "or hired" shall be omitted; and (iv) in the definition of "producer" the words "into the European Economic Area" shall be omitted.
              (21) In subsection (4) of section 15, the words "including any enactment of the Parliament of Northern Ireland or the Northern Ireland Assembly" shall be omitted.
              (22) Subsections (3), (4) and (5) of section 18 shall be omitted.
              Insurance Companies Amendment Act 1973 (Chapter 58) The whole Act, subject to the following modification: subsection (2) of section 50 shall be omitted.
              Fatal Accidents Act 1976 (Chapter 30) The whole Act, other than section 6 and Schedules 1 and 2, which shall be omitted, and subject to following modifications:

              (1) In subsection (3) of section 1, paragraphs (aa), (b) and (fa) shall be omitted.
              (2) Subsection (4A) of section 1 shall be omitted.
              (3) In paragraph (a) of subsection (5) of section 1, the words "or civil partnership" shall be omitted.
              (4) Paragraph (b) of subsection (5) of section 1 shall be omitted.
              (5) In paragraphs (a) and (b) of subsection (2) of section 1A, the words "or civil partner" and the words "or a civil partner" shall be omitted.
              (6) In paragraph (b) of subsection (2) of section 1A, the words "if he was legitimate; and" and the words "of his mother, if he was illegitimate" shall be omitted.
              (7) In subsection (3) of section 1A, the figure "£12,980" shall be substituted by the figure "20,000 United States Dollars".
              (8) In subsection (5) of section 1A, the words "The Lord Chancellor may by order made by statutory instrument, subject to annulment in pursuance of a resolution of either House of Parliament" shall be substituted by the words "The Board may make rules to".
              (9) In subsection (4) of section 2, the word "solicitor" shall be substituted by the word "lawyer".
              (10) Subsection (4) of section 3 shall be omitted.
              (11) Subsections (2) and (3) of section 7 shall be omitted.
              Torts (Interference with Goods) Act 1977 (Chapter 32) The whole Act, other than sections 15 and 16 and Schedule 2, which shall be omitted, and subject to the following modifications:

              (1) In section 1, the words "and references in this Act (however worded) to proceedings for wrongful interference or to a claim or right to claim for wrongful interference shall include references to proceedings by virtue of Part I of the Consumer Protection Act 1987 or Part II of the Consumer Protection (Northern Ireland) Order 1987 (product liability) in respect of any damage to goods or to an interest in goods or, as the case may be, to a claim or right to claim by virtue of that Part in respect of any such damage" shall be omitted.
              (2) Paragraphs (a) and (b) of subsection (8) of section 3 shall be omitted.
              (3) Subsections (4), (5) and (6) of section 4 shall be omitted.
              (4) Subsections (3) and (4) of section 9 shall be omitted.
              (5) Subsection (9) of section 12 shall be omitted.
              (6) Subsection (3) of section 13 shall be omitted.
              (7) In subsection (1) of section 14, the definitions of "enactment" and "High Court" shall be omitted.
              (8) Subsections (2) and (3) of section 17 shall be omitted.
              (9) In paragraph 6 of Schedule 1, the words "in a registered letter, or by the recorded delivery service" shall be omitted.
              (10) In paragraph 8 of Schedule 1, the words "and of section 2 6 of the Interpretation Act 1889 in its application to this Schedule" shall be omitted.
              Unfair Contract Terms Act 1977 (Chapter 50) Parts I and III and the Schedules only, other than sections 8, 28 and 31 and Schedules 3 and 4, which shall be omitted, and subject to the following modifications:

              (1) In paragraph (c) of subsection (1) of section 1, the words "or the Occupiers' Liability Act (Northern Ireland) 1957" shall be omitted.
              (2) In subsection (1) of section 11, the words "and section 3 of the Misrepresentation Act (Northern Ireland) 1967" shall be omitted.
              (3) In section 14, the definition of "hire purchase agreement" shall be substituted by the following definition: ""hire-purchase agreement" means an agreement, other than a conditional sale agreement, under which—
              (a) goods are bailed in return for periodical payments by the person to whom they are bailed, and
              (b) the property in the goods will pass to that person if the terms of the agreement are complied with and one or more of the following occurs—(i) the exercise of an option to purchase by that person, (ii) the doing of any other specified act by any party to the agreement, or (iii) the happening of any other specified event; and for the purposes of this definition "conditional sale agreement" means an agreement for the sale of goods or land under which the purchase price or part of it is payable by installments, and the property in the goods or land is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods or land) until such conditions as to the payment of installments or otherwise as may be specified in the agreement are fulfilled.".
              (4) In paragraph (b) of subsection (3) of section 2 6, the words "(the Channel Islands and the Isle of Man being treated for this purpose as different States from the United Kingdom)" shall be omitted.
              (5) In subsection (1) of section 27, the words "any part of" shall be omitted.
              (6) Subsection (3) of section 27 shall be omitted.
              (7) Paragraph (b) of subsection (1) of section 29 shall be omitted.
              (8) In subsection (3) of section 29, the definitions of "enactment" and "statutory" shall be omitted.
              (9) Subsections (2), (3) and (4) of section 32 shall be omitted.
              (10) Sub-paragraph (f) of paragraph 1 of Schedule 1 shall be omitted.
              (11) Paragraph 5 of Schedule 1 shall be omitted.
              Civil Liability (Contribution) Act 1978 (Chapter 47) The whole Act, other than sections 5, 8 and 9 and Schedules 1 and 2, which shall be omitted, and subject to the following modifications:

              (1) In subsection (5) of section 1, the words "any part of" shall be omitted.
              (2) Subsections (1) and (2) of section 7 shall be omitted.
              (3) Subsections (2) and (3) of section 10 shall be omitted.
              Sale of Goods Act 1979 (Chapter 54) The whole Act, other than sections 1, 15B, 22, 53A, 56, 58, and 63, and Schedules 1, 2, 3 and 4, which shall be omitted, and subject to the following modifications:

              (1) All references in the Act to "custodier" shall be omitted.
              (2) All references in the Act to "the Factors Acts" shall be substituted by references to the Factors Act 1889.
              (3) Subsections (1) and (7) of section 11 shall be omitted.
              (4) In subsection (5A) of section 12, the words "as regards England and Wales and Northern Ireland" shall be omitted.
              (5) Subsection (6) of section 12 shall be omitted.
              (6) In subsection (1A) of section 13, the words "as regards England and Wales and Northern Ireland" shall be omitted.
              (7) Subsection (4) of section 13 shall be omitted.
              (8) In subsection (2D) of section 14, the words "or, in Scotland, if a contract of sale is a consumer contract" shall be omitted.
              (9) In subsection (2F) of section 14, the words "or, in Scotland, whether or not the contract of sale is a consumer contract" shall be omitted.
              (10) In subsection (6) of section 14, the words "as regards England and Wales and Northern Ireland" shall be omitted.
              (11) Subsections (7) and (8) of section 14 shall be omitted.
              (12) In subsection (3) of section 15, the words "as regards England and Wales and Northern Ireland" shall be omitted.
              (13) Subsection (4) of section 15 shall be omitted.
              (14) Subsection (4) of section 15A shall be omitted.
              (15) In subsection (4) of section 20, the words "or, in Scotland, where there is a consumer contract in which the buyer is a consumer" shall be omitted.
              (16) Subsections (2), (3) and (4) of section 25 shall be omitted.
              (17) Subsection (2C) of section 30 shall be omitted.
              (18) In subsection (4) of section 32, the words "or, in Scotland, where there is a consumer contract in which the buyer is a consumer" shall be omitted.
              (19) In subsection (3) of section 35, the words "or (in Scotland) the contract of sale is a consumer contract" shall be omitted.
              (20) Subsection (8) of section 35 shall be omitted.
              (21) In subsection (1) of section 48A, the words "or, in Scotland, there is a consumer contract in which the buyer is a consumer" shall be omitted.
              (22) In subsection (2) of section 48D, the words "in England and Wales or Northern Ireland" and the words "in Scotland he rejects any goods delivered under the contract and treats it as repudiated" shall be omitted.
              (23) In subsection (2) of section 48E, the words "or, in Scotland, specific implement" shall be omitted.
              (24) Subsection (3) of section 49 shall be omitted.
              (25) Subsection (4) of section 52 shall be omitted.
              (26) Subsection (5) of section 53 shall be omitted.
              (27) Subsection (3) of section 55 shall be omitted.
              (28) In subsection (1) of section 61: (i) in the definition of "action", the words "and in Scotland condescendence and claim and compensation" shall be omitted; (ii) in the definition of "business", the words "(including a Northern Ireland department)" shall be omitted; (iii) the definition of "consumer contract" shall be omitted; (iv) the definition of "defendant" shall be omitted; (v) the definition of "Factors Acts" shall be omitted; (vi) in the definition of "goods", the words "and in Scotland all corporeal moveables except money" shall be omitted; (vii) the definition of "plaintiff" shall be omitted; (viii) in the definition of "producer", the words "into the European Economic Area" shall be omitted; and (ix) in the definition of "warranty", the words "as regards England and Wales and Northern Ireland" shall be omitted.
              (29) Subsection (6) of section 61 shall be omitted.
              (30) Subsections (3) and (5) of section 62 shall be omitted.
              (31) Subsection (2) of section 64 shall be omitted.
              Limitation Act 1980 (Chapter 58) The whole Act, other than sections 4, 11A, 15, 16, 17, 18, 19A, 20, 26, 27, 27A, 27AB, 27B, 27C, 33A, 37, 40, and Schedules 1, 2, 3, and 4, which shall be omitted, and subject to the following modifications:

              (1) Subsections (1A) and (6) of section 11 shall be omitted.
              (2) Subsection (1A) of section 14 shall be omitted.
              (3) The words "and the power conferred by section 72(1) of the Tribunals, Courts and Enforcement Act 2007 shall not be exercisable" in section 19 shall be omitted.
              (4) Subsections (4) and (7) of section 28 shall be omitted.
              (5) In subsection (1) of section 29, the words "any right of action (including a foreclosure action) to recover land or an advowson or" shall be omitted.
              (6) Paragraph (b) of subsection (2) of section 29 shall be omitted and the words "land, benefice, or" in that subsection and in subsection (3) of section 29 shall be omitted.
              (7) Subsection (4) of section 29 shall be omitted.
              (8) The words "land, benefice, or" in subsection (1) of section 31 shall be omitted.
              (9) In subsection (2) of section 31, the words "in the case of a mortgage of personal property" shall be inserted at the beginning.
              (10) Subsections (3), (4) and (5) of section 31 shall be omitted.
              (11) In subsection (9) of section 31, the words "or interest in settled property" shall be omitted.
              (12) Subsection (4A) of section 32 shall be omitted.
              (13) Subsection (1A) of section 33 shall be omitted.
              (14) The second sentence of subsection (2) of section 33 shall be omitted.
              (15) In subsection (3) of section 35, the words "neither the High Court nor any county court" in the first sentence of that subsection shall be substituted by the words "no Court".
              (16) In subsection (1) of section 36, after the words "Limitation Act 1939 was applied" the words "in England" shall be inserted.
              (17) In subsection (1) of section 38: (i) in the definition of "action", the words "including an ecclesiastical court (and see subsection (11) below)" shall be omitted; (ii) the definition of "land" shall be omitted; (iii) the definition of "rent" shall be omitted; and (iv) the definitions of "settled land", "statutory owner" and "tenant for life" shall be omitted.
              (18) Subsections (7), (8) and (11) of section 38 shall be omitted.
              (19) In subsection (2) of section 38, the words "(within the meaning of the Mental Capacity Act 2005)" shall be omitted.
              (20) In subsection (5) of section 38, the words "and any person whose estate or interest might have been barred by a person entitled to an entailed interest in possession shall be treated as claiming through the person so entitled" shall be omitted.
              (21) In section 39, the words "or to any action or arbitration to which the Crown is a party and for which, if it were between subjects, a period of limitation would be prescribed by or under any such other enactment" shall be omitted.
              (22) Subsections (2), (3) and (4) of section 41 shall be omitted.
              Supply of Goods and Services Act 1982 (Chapter 29) Parts I, IB, II, and III only, other than section 17, which shall be omitted, and subject to the following modifications:

              (1) In subsections (1) and (3) of section 1 and subsections (1) and (3) of section 6, the words "in its application to England and Wales and Northern Ireland" shall be omitted.
              (2) In subsection (1) of section 11M, the words "or, in Scotland, there is a consumer contract in which the transferee is a consumer" shall be omitted.
              (3) Subsection (5) of section 11M shall be omitted.
              (4) Paragraph (b) of subsection (2) of section 11Q shall be omitted, and in paragraph (a) of that subsection, the words "in England and Wales or Northern Ireland" shall be omitted.
              (5) In subsection (2) of section 11R, the words "or, in Scotland, specific implement" shall be omitted.
              (6) In section 11S, the words "or, in Scotland, by section 11C, section 11D or 11E above" and the words "or (in Scotland) in breach of any term implied by any rule of law as to the manner in which the installation is carried out" shall be omitted.
              (7) In subsection (4) of section 12, the words "The Secretary of State may by order" shall be substituted by the words "The Board may make rules to" and the word "order" shall be substituted by the word "rules".
              (8) Subsection (5) of section 12 shall be omitted.
              (9) In subsection (1) of section 18: (i) in the definition of "credit brokerage", the words "or as regards Scotland the hire" shall be omitted; (ii) the definition of "enactment" shall be omitted; (iii) in the definition of "goods", the words "and as regards Scotland all corporeal moveables" shall be omitted and the words "bailment or hire" shall be substituted by the words "or bailment"; (iv) the definition of "hire purchase agreement" shall be substituted by the following definition: ""hire-purchase agreement" means an agreement, other than a conditional sale agreement, under which—(a) goods are bailed in return for periodical payments by the person to whom they are bailed; and (b) the property in the goods will pass to that person if the terms of the agreement are complied with and one or more of the following occurs—(i) the exercise of an option to purchase by that person, (ii) the doing of any other specified act by any party to the agreement, or (iii) the happening of any other specified event; and for the purposes of this definition "conditional sale agreement" means an agreement for the sale of goods or land under which the purchase price or part of it is payable by installments, and the property in the goods or land is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods or land) until such conditions as to the payment of installments or otherwise as may be specified in the agreement are fulfilled"; and (v) in the definition of "producer" the words "into the European Economic Area" shall be omitted.
              (10) In subsection (2) of section 18 the word "assignation" shall be omitted.
              (11) In section 19, the definition of "the 1974 Act" shall be omitted.
              (12) Subsections (2), (3), (4), (5) and (6) of section 20 shall be omitted.
              Occupiers' Liability Act 1984 (Chapter 3) The whole Act, other than sections 1A, 2 and 3, which shall be omitted, and subject to the following modifications:

              (1) Subsections (6A), (6AA), (6B) and (6C) of section 1 shall be omitted.
              (2) Subsections (2) and (3) of section 4 shall be omitted.
              Foreign Limitation Periods Act 1984 (Chapter 16) The whole Act, other than sections 1A, 6, and 8, which shall be omitted, and subject to the following modifications:

              (1) References in the Act to a "country" shall be read as references to a "jurisdiction".
              (2) In subsection (1) of section 1, the words "subject to section 1A" shall be omitted.
              (3) Subsections (2), (3) and (4) of section 7 shall be omitted.
              Latent Damage Act 1986 (Chapter 37) The whole Act, other than section 4, which shall be omitted, and subject to the following modifications:

              (1) Subsection (7) of section 3 shall be omitted, and in subsection (4) of section 3, the words "section 538 of the Companies Act 1985 (vesting of company property in liquidator)" shall be substituted by the words "section 215(4) of the Insolvency Regulations 2015".
              (2) In subsection (2) of section 5, the words "has the meaning given by section 1" shall be substituted by the words "means the Limitation Act 1980".
              (3) Subsections (3) and (4) of section 5 shall be omitted.
              Minors' Contracts Act 1987 (Chapter 13) Sections 2, 3 and 5 only, subject to the following modifications:

              (1) In section 2, the words "made after the commencement of this Act" shall be omitted.
              (2) In paragraph (a) of subsection (1) of section 3, the words "after the commencement of this Act" shall be omitted.
              (3) Subsections (2) and (3) of section 5 shall be omitted.
              Carriage of Goods by Sea Act 1992 (Chapter 50) The whole Act, subject to the following modifications:

              (1) In subsections (5) and (6) of section 1: (i) the words "Secretary of State", wherever they occur, shall be substituted by the word "Board"; (ii) the word "regulations" in subsection (5) of section 1 shall be substituted by the word "rules"; and (iii) the words "and the power to make regulations under that subsection shall be exercisable by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament" in subsection (6) of section 1 shall be omitted.
              (2) Subsection (5) of section 5 shall be omitted.
              (3) Subsections (3) and (4) of section 6 shall be omitted.
              Private International Law (Miscellaneous Provisions) Act 1995 (Chapter 42) Parts III and IV only, other than sections 15, 15A, 15B, 16, 17, and 18, and the Schedule, which shall be omitted, and subject to the following modifications:

              (1) The words "or delict" shall be omitted in the whole of Parts III and IV.
              (2) In subsection (1) of section 9, the words "or (for the purposes of the law of Scotland) delict" shall be omitted.
              (3) In subsection (6) of section 9, the words "(and without prejudice to the operation of section 14 below)" shall be omitted.
              (4) Subsections (7) and (8) of section 9 shall be omitted.
              (5) The following words shall be inserted at the beginning of subsection (1) of section 11: "Subject to subsection (1) of section 12".
              (6) The following words shall be inserted at the beginning of subsection (2) of section 12: "Subject to subsection (1)".
              (7) In section 12, subsections (1) and (2) shall be re-numbered as subsections (2) and (3) respectively, and the following subsection shall be inserted as subsection (1), namely: "(1) A party's non-contractual obligations to another party shall be governed by any law expressly chosen by those parties in an agreement between them to apply such law to those non-contractual obligations, whether entered into before or after the event giving rise to the damage occurred."
              (8) In subsection (2) of section 13, the words "any part of" and the words "and any claim under the law of Scotland for verbal injury" shall be omitted.
              (9) Subsection (1) of section 14 shall be omitted.
              Trusts of Land and Appointment of Trustees Act 1996 (Chapter 47) The whole Act, other than sections 2, 5, 16, 24, and 25, and Schedules 1, 2, 3, and 4, which shall be omitted, and subject to the following modifications:

              (1) Paragraph (b) of subsection (2) of section 1 and subsection (3) of that section shall be omitted.
              (2) Subsections (2) and (3) of section 3 shall be omitted.
              (3) Subsections (2) and (3) of section 4 shall be omitted.
              (4) In subsection (7) of section 6, the words "or of the Charity Commission" shall be omitted.
              (5) Subsection (6) of section 7 shall be omitted.
              (6) In subsection (3) of section 8, the words "ecclesiastical or public" shall be omitted.
              (7) In subsection (2) of section 9, the words "statutory declaration" shall be substituted by the words "declaration in a form prescribed in rules made by the Board".
              (8) Subsections (6) and (9) of section 9 shall be omitted.
              (9) Subsection (7) of section 9A shall be omitted.
              (10) In subsection (2) of section 10, the words "ecclesiastical or public" shall be omitted.
              (11) In subsection (3) of section 10, the words "within the meaning of the Children Act 1989" shall be omitted.
              (12) Paragraph (b) of subsection (2) of section 11 and subsections (3) and (4) of that section shall be omitted.
              (13) Subsection (4) of section 14 shall be omitted.
              (14) Subsection (4) of section 15 shall be omitted.
              (15) In subsection (3) of section 17, the words "(including settled land)" shall be omitted.
              (16) Paragraph (b) of subsection (4) of section 17 and subsections (5) and (6) of that section shall be omitted.
              (17) Subsection (3) of section 18 shall be omitted.
              (18) In paragraph (c) of subsection (3) of section 19, the words "two persons" shall be substituted by the words "one person", the word "trustees" shall be substituted by the word "trustee" and references to "continuing trustees" in section 19 shall be construed accordingly.
              (19) Subsection (5) of section 19 shall be omitted.
              (20) In paragraph (a) of subsection (1) of section 20, the words "(within the meaning of the Mental Capacity Act 2005)" shall be omitted.
              (21) In subsection (2) of section 20, paragraph (b) of that subsection and the words "of Protection" shall be omitted.
              (22) Subsections (4), (6), (7) and (8) of section 21 shall be omitted.
              (23) The words of subsection (1) of section 23 shall be substituted by the following words: "In this Act -(a) "purchaser" means a purchaser in good faith for money or money's worth and includes a lessee, mortgagee or other person who for money or money's worth acquires an interest in property; (b) where the context so requires "purchaser" includes an intending purchaser; and (c) "purchase" has a meaning corresponding with that of "purchaser".".
              (24) Subsections (2) and (3) of section 23 shall be omitted.
              (25) In subsection (1) of section 26, the words "Lord Chancellor" shall be substituted by the word "Board" and the words "by order made by statutory instrument" shall be substituted by the words "make rules to" and the word "him" shall be substituted by the word "it".
              (26) Subsections (2) and (3) of section 26 shall be omitted.
              (27) Subsections (2), (3), and (4) of section 27 shall be omitted.
              Trustee Delegation Act 1999 (Chapter 15) The whole Act, other than sections 3, 5, 7, 8, 9, and 12 and the Schedule, which shall be omitted, and subject to the following modifications:

              (1) Paragraph (a) of subsection (2) of section 1 and subsections (7) and (9) of that section shall be omitted.
              (2) In subsection (1) of section 2 the words "in this subsection "purchaser" has the same meaning as in Part I of the Law of Property Act 1925" shall be substituted by the following words: "In this subsection—(a) "purchaser" means a purchaser in good faith for money or money's worth and includes a lessee, mortgagee or other person who for money or money's worth acquires an interest in property; (b) where the context so requires "purchaser" includes an intending purchaser; and (c) "purchase" has a meaning corresponding with that of "purchaser".".
              (3) Subsection (4) of section 2 shall be omitted.
              (4) Subsection (3) of section 10 shall be omitted.
              (5) Subsection (1) of section 11 shall be omitted.
              (6) Subsections (1) and (2) of section 13 shall be omitted.
              Contracts (Rights of Third Parties) Act 1999 (Chapter 31) The whole Act, other than sections 8 and 9, which shall be omitted, and subject to the following modifications:

              (1) Subsection (7) of section 2 shall be omitted.
              (2) In subsection (2) of section 6, the words "section 33 of the Companies Act 2006" shall be substituted by the words "section 30 of the Companies Regulations 2015".
              (3) Paragraphs (b) and (c) of subsection (3) of section 6 shall be omitted.
              (4) Subsections (2A) and (8) of section 6 shall be omitted.
              (5) In paragraph (a) of subsection (4) of section 6, the words ""worker's contract", and "worker" have the meaning given by section 54 of the National Minimum Wage Act 1998" shall be substituted by the words "have the meanings given to them in the Employment Regulations 2015".
              (6) Paragraphs (b), (c) and (d) of subsection (4) of section 6 shall be omitted.
              (7) Paragraph (b) of subsection (5) of section 6 shall be omitted.
              (8) Subsections (2), (3) and (4) of section 10 shall be omitted.
              Trustee Act 2000 (Chapter 29) The whole Act, other than sections 7, 10, 27, 33, 34, 36, 37, 38, 40, 41, and 42, and Schedules 2, 3 and 4, which shall be omitted, and subject to the following modifications:

              (1) Subsection (3) of section 6 shall be omitted.
              (2) In subsection (1) of section 8, the words "freehold or leasehold" shall be omitted.
              (3) Subsection (2) of section 8 shall be omitted.
              (4) In paragraph (d) of subsection (3) of section 11, the words "an order made by the Secretary of State" shall be substituted by the words "rules made by the Board".
              (5) Subsection (5) of section 11 shall be omitted.
              (6) In subsection (1) of section 16, the words "(other than settled land)" shall be omitted.
              (7) Subsection (3) of section 16 shall be omitted.
              (8) Subsection (4) of section 17 shall be omitted.
              (9) Subsection (4) of section 18 shall be omitted.
              (10) Paragraph (c) of subsection (2) of section 19 and subsection (4) of that section shall be omitted.
              (11) The words of subsection (3) of section 19 shall be substituted by the following words: "For the purposes of determining whether a body corporate is controlled by trustees, in relation to a body corporate ("company A"), "control" means the power of a person ("P") to secure—(a) by means of the holding of shares or the possession of voting power in relation to that or any other body corporate; or (b) as a result of any powers conferred by the articles of association or other document regulating that or any other body corporate, that the affairs of company A are conducted in accordance with P's wishes, and in relation to a partnership, "control" means the right to a share of more than half the assets, or of more than half the income, of the partnership.".
              (12) Subsection (4) of section 28 shall be omitted.
              (13) In subsection (3) of section 29, the words "and for the purposes of subsection (1) includes, in relation to the provision of services by a trustee who is a deposit taker and provides the services in that capacity, the deposit taker's reasonable charges for the provision of such services" shall be omitted.
              (14) Subsections (3A), (3B) and (3C) of section 29 shall be omitted.
              (15) In subsections (1) and (3) of section 30, the words "Secretary of State" shall be substituted by the word "Board" and the word "regulations" shall be substituted by the word "rules".
              (16) Subsection (4) of section 30 shall be omitted.
              (17) Subsections (3) and (4) of section 35 shall be omitted.
              (18) In subsection (1) of section 39, the definitions of "charitable trust", "custodian trustee", "enactment", "exempt charity", "legal mortgage", "personal representative" and "settled land" shall be omitted.

        • English Law Statutes [PDF Versions]

          1. Statute of Frauds 1677

          2. Life Assurance Act 1774

          3. Statute of Frauds Amendment Act 1828

          4. Mercantile Law Amendment Act 1856

          5. Policies of Assurance Act 1867

          6. Apportionment Act 1870

          7. Bankers' Books Evidence Act 1879

          8. Bills of Exchange Act 1882

          9. Factors Act 1889

          10. Partnership Act 1890

          11. Bodies Corporate (Joint Tenancy) Act 1899

          12. Marine Insurance Act 1906

          13. Limited Partnerships Act 1907

          14. Trustee Act 1925

          15. Law Reform (Miscellaneous Provisions) Act 1934

          16. Law Reform (Married Women and Tortfeasors) Act 1935

          17. Law Reform (Frustrated Contracts) Act 1943

          18. Law Reform (Contributory Negligence) Act 1945

          19. Law Reform (Personal Injuries) Act 1948

          20. Occupiers' Liability Act 1957

          21. Cheques Act 1957

          22. Variation of Trusts Act 1958

          23. Corporate Bodies' Contracts Act 1960

          24. Law Reform (Husband and Wife) Act 1962

          25. Hire-Purchase Act 1964

          26. Misrepresentation Act 1967

          27. Law Reform (Miscellaneous Provisions) Act 1970

          28. Powers of Attorney Act 1971

          29. Supply of Goods (Implied Terms) Act 1973

          30. Insurance Companies Amendment Act 1973

          31. Fatal Accidents Act 1976

          32. Torts (Interference with Goods) Act 1977

          33. Unfair Contract Terms Act 1977

          34. Civil Liability (Contribution) Act 1978

          35. Sale of Goods Act 1979

          36. Limitation Act 1980

          37. Supply of Goods and Services Act 1982

          38. Occupiers' Liability Act 1984

          39. Foreign Limitation Periods Act 1984

          40. Latent Damage Act 1986

          41. Minors' Contracts Act 1987

          42. Carriage of Goods by Sea Act 1992

          43. Private International Law (Miscellaneous Provisions) Act 1995

          44. Trusts of Land and Appointment of Trustees Act 1996

          45. Trustee Delegation Act 1999

          46. Contracts (Rights of Third Parties) Act 1999

          47. Trustee Act 2000

        • Consolidated Companies Regulations 2015

          Click here to view PDF

          • COMPANIES REGULATIONS 2015

            Regulations to make provision for the formation and registration of companies in the Abu Dhabi Global Market.

            Date of Enactment: 3 March 2015

            The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations—

            • PART 1 GENERAL INTRODUCTORY PROVISIONS

              • Companies

                • 1. Companies

                  (1) In these Regulations, unless the context otherwise requires "company" means a company formed or registered under these Regulations (whether or not it was incorporated under these Regulations).
                  (2) Federal Law No. 8 of 1984 of the United Arab Emirates (as amended from time to time) shall not apply to companies formed or registered under these Regulations.

              • Types of Company

                • 2. Limited and unlimited companies

                  (1) A company is a "limited company" if the liability of its members is limited by its constitution.

                  It may be limited by shares or limited by guarantee.
                  (2) If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is "limited by shares".
                  (3) If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is "limited by guarantee".
                  (4) If there is no limit on the liability of its members, the company is an "unlimited company".

                • 3. Private and public companies

                  (1) A "private company" is any company that is not a public company.
                  (2) A "public company" is a company limited by shares—
                  (a) whose certificate of incorporation states that it is a public company, and
                  (b) in relation to which the requirements of these Regulations as to registration or re-registration as a public company have been complied with.
                  (3) A "private company" may apply to the Registrar to be registered as a restricted scope company at its formation.
                  (4) A company may only be registered as a restricted scope company if—
                  (a) it is a subsidiary undertaking of another body corporate that prepares and publishes group accounts under these Regulations or such other enactment as the Registrar may recognise for the purposes of this section,
                  (b) it is a subsidiary undertaking of a body corporate that is incorporated by a Federal Law or by a law of any Emirate of the United Arab Emirates, or
                  (c) it is directly or indirectly wholly-owned by—
                  (i) one person, or
                  (ii) a group of persons who are members of the same family.
                  For the purposes of this subsection(c) the members of a person's family are that person's parents, spouse and children (including step-children).
                  (5) For the major differences between private and public companies, see Part 19.

                • 4. Companies may not be limited by guarantee and have share capital

                  (1) A company cannot be formed as, or become, a company limited by guarantee with a share capital.
                  (2) Any provision in the constitution of a company limited by guarantee that purports to divide the company's undertaking into shares or interests is a provision for a share capital, and the company shall be deemed a company limited by shares.

            • PART 2 COMPANY FORMATION

              • General

                • 5. Method of forming company

                  (1) A company is formed under these Regulations by one or more persons—
                  (a) confirming to the Registrar in an application for registration of the company that they—
                  (i) wish to form a company under these Regulations, and
                  (ii) agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each, and
                  (b) complying with the requirements of these Regulations as to registration (see sections 6(registration documents) to 10 (statement of compliance)).
                  (2) A company may not be so formed for an unlawful purpose.

              • Requirements for registration

                • 6. Registration documents

                  (1) The application for registration of the company must be delivered to the Registrar together with the documents required by this section and a statement of compliance (see section 10 (statement of compliance)).
                  (2) The application for registration must state—
                  (a) the company's proposed name,
                  (b) whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, and
                  (c) whether the company is to be a private or a public company.
                  (3) The application must contain—
                  (a) in the case of a company that is to have a share capital, a statement of capital and initial shareholdings (see section 7 (statement of capital and initial shareholdings)),
                  (b) in the case of a company that is to be limited by guarantee, a statement of guarantee (see section 8 (statement of guarantee)),
                  (c) a statement of the company's proposed officers (see section 9 (statement of proposed officers))
                  (d) the trade name reservation documents required under section 47 (reservation of trade name), and
                  (e) such other documents and information as the Registrar may require in respect of a particular application under this section.
                  (4) The application must also contain—
                  (a) a statement of the intended address of the company's registered office in the Abu Dhabi Global Market,
                  (b) a copy of any proposed articles of association (to the extent that these are not supplied by the default application of model articles(see section 18 (default application of model articles))), and
                  (c) confirmation, in the case of a private company, as to whether that company is to be registered as a restricted scope company.
                  (5) If the application is delivered by a person as agent for the shareholders, it must state his name and address.

                • 7. Statement of capital and initial shareholdings

                  (1) The statement of capital and initial shareholdings required to be delivered in the case of a company that is to have a share capital must comply with this section.
                  (2) It must state—
                  (a) the total number of shares of the company to be taken on formation by the initial members,
                  (b) for each class of shares—
                  (i) prescribed particulars of the rights attached to the shares, and
                  (ii) the total number of shares of that class, and
                  (c) the amount to be paid up and the amount (if any) to be unpaid on each share.
                  (3) It must contain such information as may be prescribed for the purpose of identifying the initial members.
                  (4) It must state, with respect to each initial member—
                  (a) the number and class of shares to be taken by him on formation, and
                  (b) the amount to be paid up and the amount (if any) to be unpaid on each share.
                  (5) Where a member is to take shares of more than one class, the information required under subsection (4)(a)is required for each class.

                • 8. Statement of guarantee

                  (1) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must comply with this section.
                  (2) It must contain such information as may be prescribed for the purpose of identifying the initial members.
                  (3) It must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—
                  (a) payment of the debts and liabilities of the company contracted before he ceases to be a member,
                  (b) payment of the costs, charges and expenses of winding up, and
                  (c) adjustment of the rights of the contributories among themselves,
                  not exceeding a specified amount.

                • 9. Statement of proposed officers

                  (1) The statement of the company's proposed officers required to be delivered to the Registrar must contain the required particulars of—
                  (a) the person who is, or persons who are, to be the first director or directors of the company,
                  (b) in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company (if any), and
                  (c) in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.
                  (2) The required particulars are the particulars that will be required to be stated—
                  (a) in the case of a director, in the company's register of directors and register of directors' residential addresses (see sections 153(register of directors) to 157 (duty to notify Registrar of changes)), and
                  (b) in the case of a secretary, in the company's register of secretaries (see sections 292(duty to keep register of secretaries) to 295 (particulars of secretaries to be registered: corporate secretaries and firms)).
                  (3) The statement must also contain a consent by each of the persons named as a director, as secretary or as one of joint secretaries, to act in the relevant capacity. If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

                • 10. Statement of compliance

                  (1) The statement of compliance required to be delivered to the Registrar is a statement that the requirements of these Regulations as to registration have been complied with.
                  (2) The Registrar may accept the statement of compliance as sufficient evidence of compliance.

              • Registration and its effect

                • 11. Registration

                  Regulations as to registration are complied with, he may register the documents delivered to him.

                • 12. Issue of certificate of incorporation

                  (1) On the registration of a company, the Registrar shall give a certificate that the company is incorporated.
                  (2) The certificate must state—
                  (a) the name and registered number of the company,
                  (b) the date of its incorporation,
                  (c) whether it is a limited or unlimited company,
                  (d) if it is a limited company, whether it is limited by shares or limited by guarantee,
                  (e) whether it is a private or a public company, and
                  (f) if it is a private company, whether it is a restricted scope company.
                  (3) The certificate must be signed by the Registrar or authenticated by the Registrar's official seal.
                  (4) The certificate is conclusive evidence that the requirements of these Regulations as to registration have been complied with and that the company is duly registered under these Regulations.

                • 13. Effect of registration

                  (1) The registration of a company has the following effects as from the date of incorporation—
                  (a) the initial members, together with such other persons as may from time to time become members of the company, are a body corporate by the name stated in the certificate of incorporation,
                  (b) that body corporate is capable of exercising all the functions of an incorporated company,
                  (c) the status and registered office of the company are as stated in, or in connection with, the application for registration,
                  (d) in the case of a company having a share capital, the initial members become holders of the shares specified in the statement of capital and initial shareholdings, and
                  (e) the proposed officers of the company are deemed to have been appointed to that office.

                • 14. Commercial Licence

                  An application for registration under section 6(registration documents) shall, if required by the Commercial Licensing Regulations 2015, be accompanied by an application to the Registrar for a licence to carry on any controlled activities under those regulations. In this section, "controlled activities" means any activity which is specified as a controlled activity by the Board for the purposes of the Commercial Licensing Regulations 2015.

            • PART 3 A COMPANY'S CONSTITUTION

              • CHAPTER 1 INTRODUCTORY

                • 15. A company's constitution

                  (1) Unless the context otherwise requires, references in these Regulations to a company's constitution include—
                  (a) the company's articles, and
                  (b) any resolutions and agreements to which Chapter 3 applies (see section 26 (resolutions and agreements affecting a company's constitution)).

              • CHAPTER 2 ARTICLES OF ASSOCIATION

                • General

                  • 16. Articles of association

                    (1) A company must have articles of association prescribing regulations for the company.
                    (2) Unless it is a company to which model articles apply by virtue of section 18 (default application of model articles), it must register articles of association.
                    (3) Articles of association registered by a company must—
                    (a) be contained in a single document, and
                    (b) be divided into paragraphs numbered consecutively.
                    (4) References in these Regulations to a company's "articles" are to its articles of association.

                  • 17. Power of Board to prescribe model articles

                    (1) The Board may make rules prescribing model articles of association for companies.
                    (2) Different model articles may be prescribed for different descriptions of company.
                    (3) A company may adopt all or any of the provisions of model articles.
                    (4) Any amendment of model articles by rules made under this section does not affect a company registered before the amendment takes effect.

                    "Amendment" here includes addition, alteration or repeal.

                  • 18. Default application of model articles

                    (1) On the formation of a limited company—
                    (a) if articles are not registered, or
                    (b) if articles are registered, in so far as they do not exclude or modify the relevant model articles,
                    the relevant model articles (so far as applicable) form part of the company's articles in the same manner and to the same extent as if articles in the form of those articles had been duly registered.
                    (2) The "relevant model articles" means the model articles prescribed for a company of that description as in force at the date on which the company is registered.

                • Alteration of articles

                  • 19. Amendment of articles

                    A company may amend its articles by special resolution.

                  • 20. Entrenched provisions of the articles

                    (1) A company's articles may contain provision ("provision for entrenchment") to the effect that specified provisions of the articles may be amended or repealed only if conditions are met, or procedures are complied with, that are more restrictive than those applicable in the case of a special resolution.
                    (2) Provision for entrenchment may only be made—
                    (a) in the company's articles on formation, or
                    (b) by an amendment of the company's articles agreed to by all the members of the company.
                    (3) Provision for entrenchment does not prevent amendment of the company's articles—
                    (a) by agreement of all the members of the company, or
                    (b) by order of a Court or other authority having power to alter the company's articles.
                    (4) Nothing in this section affects any power of a Court or other authority to alter a company's articles.

                  • 21. Notice to Registrar of existence of restriction on amendment of articles

                    (1) Where a company's articles—
                    (a) on formation contain provision for entrenchment,
                    (b) are amended so as to include such provision, or
                    (c) are altered by order of a Court or other authority so as to restrict or exclude the power of the company to amend its articles,
                    the company must give notice of that fact to the Registrar.
                    (2) Where a company's articles—
                    (a) are amended so as to remove provision for entrenchment, or
                    (b) are altered by order of a Court or other authority—
                    (i) so as to remove such provision, or
                    (ii) so as to remove any other restriction on, or any exclusion of, the power of the company to amend its articles,
                    the company must give notice of that fact to the Registrar.

                  • 22. Statement of compliance where amendment of articles restricted

                    (1) This section applies where a company's articles are subject—
                    (a) to provision for entrenchment, or
                    (b) to an order of a Court or other authority restricting or excluding the company's power to amend the articles.
                    (2) If the company—
                    (a) amends its articles, and
                    (b) is required to send to the Registrar a document making or evidencing the amendment,
                    the company must deliver with that document a statement of compliance.
                    (3) The statement of compliance required is a statement certifying that the amendment has been made in accordance with the company's articles and, where relevant, any applicable order of a Court or other authority.
                    (4) The Registrar may rely on the statement of compliance as sufficient evidence of the matters stated in it.

                  • 23. Effect of alteration of articles on company's members

                    (1) A member of a company is not bound by an alteration to its articles after the date on which he became a member, if and so far as the alteration—
                    (a) requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or
                    (b) in any way increases his liability as at that date to contribute to the company's share capital or otherwise to pay money to the company.
                    (2) Subsection (1) does not apply in a case where the member agrees in writing, either before or after the alteration is made, to be bound by the alteration.

                  • 24. Registrar to be sent copy of amended articles

                    (1) Where a company amends its articles it must send to the Registrar a copy of the articles as amended not later than 14 days after the amendment takes effect.
                    (2) This section does not require a company to set out in its articles any provisions of model articles that—
                    (a) are applied by the articles, or
                    (b) apply by virtue of section 18 (default application of model articles).
                    (3) If a company fails to comply with this section a contravention of these Regulations is committed by—
                    (a) the company, and
                    (b) every officer of the company who is in default.
                    (4) A person who commits the contravention referred to in subsection (3) is liable for a level 2 fine.

                  • 25. Registrar's notice to comply in case of failure with respect to amended articles

                    (1) If it appears to the Registrar that a company has failed to comply with any requirement under these Regulations requiring it—
                    (a) to send to the Registrar a document making or evidencing an alteration in the company's articles, or
                    (b) to send to the Registrar a copy of the company's articles as amended,
                    the Registrar may give notice to the company requiring it to comply.
                    (2) The notice must—
                    (a) state the date on which it is issued, and
                    (b) require the company to comply within 28 days from that date.
                    (3) If the company does not comply with the notice within the specified time, it is liable to a level 1 fine.

              • CHAPTER 3 RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY'S CONSTITUTION

                • 26. Resolutions and agreements affecting a company's constitution

                  (1) This Chapter applies to—
                  (a) any special resolution,
                  (b) any resolution or agreement agreed to by all the members that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution,
                  (c) any resolution or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner, and
                  (d) any resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members.
                  (2) References in subsection (1) to a member of a company, or of a class of members of a company, do not include the company itself where it is such a member by virtue only of its holding shares as treasury shares.

                • 27. Copies of resolutions or agreements to be forwarded to Registrar

                  (1) A copy of every resolution or agreement to which this Chapter applies, or (in the case of a resolution or agreement that is not in writing) a written memorandum setting out its terms, must be forwarded to the Registrar within 14 days after it is passed or made.
                  (2) If a company fails to comply with this section, a contravention of these Regulations is committed by—
                  (a) the company, and
                  (b) every officer of it who is in default.
                  (3) A person who commits the contravention referred to in subsection (2) shall be liable to a level 1 fine.
                  (4) For the purposes of this section, a liquidator of the company is treated as an officer of it.

              • CHAPTER 4 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS

                • Statement of company's objects

                  • 28. Statement of company's objects

                    (1) Unless a company's articles specifically restrict the objects of the company, its objects are unrestricted.
                    (2) Where a company amends its articles so as to add, remove or alter a statement of the company's objects—
                    (a) it must give notice to the Registrar,
                    (b) on receipt of the notice, the Registrar shall register it, and
                    (c) the amendment is not effective until entry of that notice on the register.
                    (3) Any such amendment does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.

                • Other provisions with respect to a company's constitution

                  • 29. Constitutional documents to be provided to members

                    (1) A company must, on request by any member, send to him the following documents—
                    (a) an up-to-date copy of the company's articles,
                    (b) a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company's constitution) and that is for the time being in force,
                    (c) a copy of any document required to be sent to the Registrar under section 31(2)(a)(notice to Registrar where company's constitution altered by order),
                    (d) a copy of any Court order under section 805(Court sanction for compromise or arrangement) or section 806(powers of Court to facilitate reconstruction or amalgamation or merger or division),
                    (e) a copy of any Court order under section 860(protection of members against unfair prejudice: powers of the Court) that alters the company's constitution,
                    (f) a copy of the company's current certificate of incorporation, and of any past certificates of incorporation,
                    (g) in the case of a company with a share capital, a current statement of capital,
                    (h) in the case of a company limited by guarantee, a copy of the statement of guarantee.
                    (2) The statement of capital required by subsection (1)(g) is a statement of—
                    (a) the total number of shares of the company,
                    (b) for each class of shares—
                    (i) prescribed particulars of the rights attached to the shares,
                    (ii) the total number of shares of that class, and
                    (c) the amount paid up and the amount (if any) unpaid on each share.
                    (3) If a company makes default in complying with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
                    (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.

                  • 30. Effect of company's constitution

                    (1) The provisions of a company's constitution bind the company and its members to the same extent as if there were covenants on the part of the company and of each member to observe those provisions.
                    (2) Money payable by a member to the company under its constitution is a debt due from him to the company in the nature of an ordinary contract debt.

                  • 31. Notice to Registrar where company's constitution altered by order

                    (1) Where a company's constitution is altered by an order of a Court or other authority, the company must give notice to the Registrar of the alteration not later than 14 days after the alteration takes effect.
                    (2) The notice must be accompanied by—
                    (a) a copy of the order, and
                    (b) if the order amends—
                    (i) the company's articles, or
                    (ii) a resolution or agreement to which Chapter 3 applies (resolutions and agreements affecting the company's constitution),
                    a copy of the company's articles, or the resolution or agreement in question, as amended.
                    (3) If a company fails to comply with this section a contravention of these Regulations is committed by—
                    (a) the company, and
                    (b) every officer of the company who is in default.
                    (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
                    (5) This section does not apply where provision is made by another law or regulation applicable to the Abu Dhabi Global Market for the delivery to the Registrar of a copy of the order in question.

                  • 32. Documents to be incorporated in or accompany copies of articles issued by company

                    (1) Every copy of a company's articles issued by the company must be accompanied by—
                    (a) a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company's constitution),
                    (b) a copy of any order required to be sent to the Registrar under section 31(2)(a) (notice to Registrar where company's constitution altered by order).
                    (2) This does not require the articles to be accompanied by a copy of a document or by a statement if—
                    (a) the effect of the resolution, agreement, or order (as the case may be) on the company's constitution has been incorporated into the articles by amendment, or
                    (b) the resolution, agreement, or order (as the case may be) is not for the time being in force.
                    (3) If the company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
                    (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
                    (5) For the purposes of this section, a liquidator of the company is treated as an officer of it.

                  • 33. Right to participate in profits otherwise than as member void

                    In the case of a company limited by guarantee any provision in the company's articles, or in any resolution of the company, purporting to give a person a right to participate in the divisible profits of the company otherwise than as a member is void.

                  • 34. Application to single member companies of rules of law

                    Any rule of law applicable in the Abu Dhabi Global Market to companies formed by two or more persons or having two or more members applies with any necessary modification in relation to a company formed by one person or having only one person as a member.

            • PART 4 A COMPANY'S CAPACITY AND RELATED MATTERS

              • Capacity of company and power of directors to bind it

                • 35. A company's capacity

                  The validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company's constitution.

                • 36. Power of directors to bind the company

                  (1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company's constitution.
                  (2) For this purpose—
                  (a) a person "deals with" a company if he is a party to any transaction or other act to which the company is a party,
                  (b) a person dealing with a company—
                  (i) is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so,
                  (ii) is presumed to have acted in good faith unless the contrary is proved, and
                  (iii) is not to be regarded as acting in bad faith by reason only of his knowing that an act is beyond the powers of the directors under the company's constitution.
                  (3) The references above to limitations on the directors' powers under the company's constitution include limitations deriving—
                  (a) from a resolution of the company or of any class of shareholders, or
                  (b) from any agreement between the members of the company or of any class of shareholders.
                  (4) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an action that is beyond the powers of the directors.

                  But no such proceedings lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.
                  (5) This section does not affect any liability incurred by the directors, or any other person, by reason of the directors' exceeding their powers.
                  (6) This section has effect subject to section 37(constitutional limitations: transactions including directors or their associates).

                • 37. Constitutional limitations: transactions involving directors or their associates

                  (1) This section applies to a transaction if or to the extent that its validity depends on section 36 (power of directors to bind the company).

                  Nothing in this section shall be read as excluding the operation of any rule of law applicable in the Abu Dhabi Global Market by virtue of which the transaction may be called in question or any liability to the company may arise.
                  (2) Where—
                  (a) a company enters into such a transaction, and
                  (b) the parties to the transaction include—
                  (i) a director of the company or of its holding company, or
                  (ii) a person connected with any such director,
                  the transaction is voidable at the instance of the company.
                  (3) Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (2)(b)(i) or (ii), and any director of the company who authorised the transaction, is liable—
                  (a) to account to the company for any gain he has made directly or indirectly by the transaction, and
                  (b) to indemnify the company for any loss or damage resulting from the transaction.
                  (4) The transaction ceases to be voidable if—
                  (a) restitution of any money or other asset which was the subject matter of the transaction is no longer possible, or
                  (b) the company is indemnified for any loss or damage resulting from the transaction, or
                  (c) rights acquired bona fide for value and without actual notice of the directors exceeding their powers by a person who is not party to the transaction would be affected by the avoidance, or
                  (d) the transaction is affirmed by the company.
                  (5) A person other than a director of the company is not liable under subsection (3) if he shows that at the time the transaction was entered into he did not know that the directors were exceeding their powers.
                  (6) Nothing in the preceding provisions of this section affects the rights of any party to the transaction not within subsection (2)(b)(i) or (ii).The Court may, on the application of the company or any such party, make an order affirming, severing or setting aside the transaction on such terms as appear to the Court to be just.
                  (7) In this section—
                  (a) "transaction" includes any act, and
                  (b) the reference to a person connected with a director has the same meaning as in Part 10 (company directors).

              • Formalities of doing business under the law of the Abu Dhabi Global Market

                • 38. Contracts

                  (1) Under the law of the Abu Dhabi Global Market a contract may be made—
                  (a) by a company, by writing under its common seal, or
                  (b) on behalf of a company, by a person acting under its authority, express or implied.
                  (2) Under the law of the Abu Dhabi Global Market a contract may be made by a non-ADGM company—
                  (a) by writing under its common seal or in any manner permitted by the laws of the territory in which the non-ADGM company is incorporated for the execution of documents by such non-ADGM company, and
                  (b) on behalf of that non-ADGM company, by any person who, in accordance with the laws of the territory in which the company is incorporated, is acting under the authority (express or implied) of that non-ADGM company.
                  (3) Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of a company or non-ADGM company.

                • 39. Execution of documents in the Abu Dhabi Global Market

                  (1) Under the law of the Abu Dhabi Global Market a document is executed by a company—
                  (a) by the affixing of its common seal, or
                  (b) by signature in accordance with the following provisions.
                  (2) A document is validly executed by a company if it is signed on behalf of the company—
                  (a) by two authorised signatories, or
                  (b) by a director of the company in the presence of a witness who attests the signature.
                  (3) The following are "authorised signatories" for the purposes of subsection (2)—
                  (a) every director of the company, and
                  (b) in the case of a private company with a secretary or a public company, the secretary (or any joint secretary) of the company.
                  (4) A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the company has the same effect as if executed under the common seal of the company.
                  (5) Under the law of the Abu Dhabi Global Market a document is executed by a non-ADGM company—
                  (a) by the affixing of its common seal, or
                  (b) if it is executed in any manner permitted by the laws of the territory in which the non-ADGM company is incorporated for the execution of documents by such non-ADGM company.
                  (6) A document which—
                  (a) is signed by a person who, in accordance with the laws of the territory in which the non-ADGM company is incorporated, is acting under the authority (express or implied) of the non-ADGM company, and
                  (b) is expressed (in whatever form of words) to be executed by the non-ADGM company,
                  has the same effect in relation to that non-ADGM company as it would have in relation to a company formed or registered under these Regulations if executed under the common seal of a company so formed or registered.
                  (7) In favour of a purchaser a document is deemed to have been duly executed by a company or non-ADGM company if it purports to be signed in accordance with subsection (2)(in the case of a company) or (5) (in the case of a non-ADGM company).

                  A "purchaser" means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.
                  (8) Where a document is to be signed by a person on behalf of more than one company or non-ADGM company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity.
                  (9) References in this section to a document being (or purporting to be) signed by a director, secretary or person who is acting under the authority (express or implied) of the relevant company or non-ADGM company are to be read, in a case where that person is a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.
                  (10) This section applies to a document that is (or purports to be) executed by a company or non-ADGM company in the name of or on behalf of another person whether or not that person is also a company or non-ADGM company.

                • 40. Common seal

                  (1) A company may have a common seal, but need not have one.
                  (2) A company which has a common seal shall have its name engraved in legible characters on the seal.
                  (3) If a company fails to comply with subsection (2) an offence is committed by—
                  (a) the company, and
                  (b) every officer of the company who is in default.
                  (4) An officer of a company, or a person acting on behalf of a company, commits a contravention of these regulations if he uses, or authorises the use of, a seal purporting to be a seal of the company on which its name is not engraved as required by subsection (2).
                  (5) A person who commits a contravention under this section is liable to a level 1 fine.

                • 41. Execution of deeds

                  (1) A document is validly executed by a company as a deed for the purposes of laws applicable in the Abu Dhabi Global Market if, and only if—
                  (a) it is duly executed by that company, and
                  (b) it is delivered as a deed.
                  (2) A document is validly executed by a non-ADGM company as a deed for the purposes of laws applicable in the Abu Dhabi Global Market if, and only if—
                  (a) it is duly executed by that non-ADGM company, and
                  (b) it is delivered as a deed.
                  (3) For the purposes of subsection (1)(b) and 2(b) a document is presumed to be delivered upon its being executed, unless a contrary intention is proved.

                • 42. Execution of deeds or other documents by attorney

                  (1) Under the law of the Abu Dhabi Global Market a company may, by instrument executed as a deed, empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf.
                  (2) A deed or other document so executed, whether in the Abu Dhabi Global Market or elsewhere, has effect as if executed by the company.

              • Other matters

                • 43. Official seal for use outside of the Abu Dhabi Global Market

                  (1) A company that has a common seal may have an official seal for use outside the Abu Dhabi Global Market.
                  (2) The official seal must be a facsimile of the company's common seal, with the addition on its face of the place or places where it is to be used.
                  (3) The official seal when duly affixed to a document has the same effect as the company's common seal.
                  (4) A company having an official seal for use outside the Abu Dhabi Global Market may by writing under its common seal, authorise any person appointed for the purpose to affix the official seal to any deed or other document to which the company is party.
                  (5) As between the company and a person dealing with such an agent, the agent's authority continues—
                  (a) during the period mentioned in the instrument conferring the authority, or
                  (b) if no period is mentioned, until notice of the revocation or termination of the agent's authority has been given to the person dealing with him.
                  (6) The person affixing the official seal must certify in writing on the deed or other document to which the seal is affixed the date on which, and place at which, it is affixed.

                • 44. Official seal for share certificates etc

                  (1) A company that has a common seal may have an official seal for use—
                  (a) for sealing securities issued by the company, or
                  (b) for sealing documents creating or evidencing securities so issued.
                  (2) The official seal—
                  (a) must be a facsimile of the company's common seal, with the addition on its face of the word "Securities", and
                  (b) when duly affixed to the document has the same effect as the company's common seal.

                • 45. Pre-incorporation contracts, deeds and obligations

                  (1) A contract that purports to be made by or on behalf of a company at a time when the company has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the company or as agent for it, and he is personally liable on the contract accordingly.
                  (2) Subsection (1) applies to the making of a deed under the law of the Abu Dhabi Global Market as it applies to the making of a contract.

                • 46. Bills of exchange and promissory notes

                  A bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by or on behalf or on account of, the company by a person acting under its authority.

            • PART 5 A COMPANY'S NAME

              • CHAPTER 1 GENERAL REQUIREMENTS

                • 47. Reservation of trade name

                  (1) Every application for the registration of a company under these Regulations must be preceded or accompanied by an application to reserve a proposed name of that company.
                  (2) The Registrar may make rules and may issue guidance about applications made under sub-section (1). The rules may, in particular, make provision—
                  (a) as to the period of time for which a proposed name is so reserved and the process for extending that period of time,
                  (b) for prohibited or restricted names,
                  (c) as to the form and content of an application, and
                  (d) for fees to be charged.

                • 48. Prohibited names

                  (1) A company must not be registered under these Regulations by a name if, in the opinion of the Registrar—
                  (a) its use by the company would constitute a contravention of these Regulations or any other enactment or rule applicable in the Abu Dhabi Global Market, or
                  (b) it is offensive.

                • 49. Names suggesting connection with government or public authority

                  (1) The approval of the Registrar is required for a company to be registered under these Regulations with a name that would be likely to give the impression that the company is connected with—
                  (a) the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
                  (b) a municipality within the United Arab Emirates,
                  (c) any public authority specified for the purposes of this section pursuant to rules made by the Board, or
                  (d) any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates.
                  (2) For the purposes of this section "public authority" includes any person or body having functions of a public nature.

                • 50. Other sensitive words or expressions

                  The approval of the Registrar is required for a company to be registered under these Regulations by a name that includes a word or expression for the time being specified in rules made by the Board under this section.

                • 51. Permitted characters etc

                  (1) The Board may make rules—
                  (a) as to the letters or other characters, signs or symbols (including accents and other diacritical marks) and punctuation that may be used in the name of a company registered under these Regulations, and
                  (b) specifying a standard style or format for the name of a company for the purposes of registration.
                  (2) The rules may prohibit the use of specified characters, signs or symbols when appearing in a specified position (in particular, at the beginning of a name).
                  (3) A company may not be registered under these Regulations by a name that consists of or includes anything that is not permitted in accordance with rules made under this section.
                  (4) In this section "specified" means specified in rules made under this section.

                • 52. Public limited companies

                  The name of a limited company that is a public company must end with "public limited company","PUBLIC LIMITED COMPANY", "plc", "PLC", "p.l.c." or "P.L.C.".

                • 53. Private limited companies

                  (1) The name of a limited company that is a private company must end with "limited", "LIMITED", "ltd", "LTD", "l.t.d.", or "L.T.D.".
                  (2) The name of a limited company that is a restricted scope company must end with one of the suffixes provided for by subsection (1) with the addition of the word "restricted".

                • 54. Inappropriate use of indications of company type or legal form

                  (1) The Board may make rules prohibiting the use in a company name of specified words, expressions or other indications—
                  (a) that are associated with a particular type of company or form of organisation, or
                  (b) that are similar to words, expressions or other indications associated with a particular type of company or form of organisation.
                  (2) The rules may prohibit the use of words, expressions or other indications—
                  (a) in a specified part, or otherwise than in a specified part, of a company's name,
                  (b) in conjunction with, or otherwise than in conjunction with, such other words, expressions or indications as may be specified.
                  (3) A company must not be registered under these Regulations by a name that consists of or includes anything prohibited by rules made under this section.
                  (4) In this section "specified" means specified in rules made under this section.

              • CHAPTER 2 SIMILARITY TO OTHER NAMES

                • 55. Name not to be the same as another on the Registrar's register of company names

                  (1) A company must not be registered under these Regulations with a name that is the same as another name appearing in the Registrar's register of company names.
                  (2) The Board may make rules supplementing this section.
                  (3) The rules may make provision—
                  (a) as to matters that are to be disregarded, and
                  (b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,
                  for the purposes of this section.
                  (4) The rules may provide—
                  (a) that registration by a name that would otherwise be prohibited under this section is permitted—
                  (i) in specified circumstances, or
                  (ii) with specified consent, and
                  (b) that if those circumstances obtain or that consent is given at the time a company is registered by a name, a subsequent change of circumstances or withdrawal of consent does not affect the registration.
                  (5) In this section "specified" means specified in the rules made under this section.

                • 56. Power to direct change of name in case of similarity to existing name

                  (1) The Registrar may direct a company to change its name if it has been registered in a name that is the same as or, in the opinion of the Registrar, too like—
                  (a) the name of the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
                  (b) the name of a municipality within the United Arab Emirates,
                  (c) the name of any public authority specified for the purposes of this section pursuant to rules made by the Board,
                  (d) the name of any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates,
                  (e) a name appearing at the time of the registration in the Registrar's register of company names, or
                  (f) a name that should have appeared in the Registrar's register of company names at that time.
                  (2) The Registrar may make rules supplementing this section.
                  (3) The rules may make provision—
                  (a) as to matters that are to be disregarded, and
                  (b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,
                  for the purposes of this section.
                  (4) The rules may provide—
                  (a) that no direction is to be given under this section in respect of a name—
                  (i) in specified circumstances, or
                  (ii) if specified consent is given, and
                  (b) that a subsequent change of circumstances or withdrawal of consent does not give rise to grounds for a direction under this section.
                  (5) In this section "specified" means specified in rules made under this section.

                • 57. Direction to change name: supplementary provisions

                  (1) The following provisions have effect in relation to a direction under section 56 (power to direct change of name in case of similarity to existing name).
                  (2) Any such direction—
                  (a) must be given within twelve months of the company's registration by the name in question, and
                  (b) must specify the period within which the company is to change its name.
                  (3) The Registrar may by a further direction extend that period. Any such direction must be given before the end of the period for the time being specified.
                  (4) A direction under section 56(power to direct change of name in case of similarity to existing name) or this section must be in writing.
                  (5) If a company fails to comply with the direction, a contravention of these Regulations is committed by—
                  (a) the company, and
                  (b) every officer of the company who is in default.
                  For this purpose a shadow director is treated as an officer of the company.
                  (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 4.

                • 58. Objection to company's registered name

                  (1) A person ("the applicant") may object to a company's registered name on the ground—
                  (a) that it is the same as a name associated with the applicant in which he has goodwill, or
                  (b) that it is sufficiently similar to such a name that its use in the Abu Dhabi Global Market would be likely to mislead by suggesting a connection between the company and the applicant.
                  (2) The objection must be made by application to the Registrar (see section 59 (procedural rules)).
                  (3) The company concerned shall be the primary respondent to the application. Any of its members or directors may be joined as respondents.
                  (4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show—
                  (a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill, or
                  (b) that the company—
                  (i) is operating under the name, or
                  (ii) is proposing to do so and has incurred substantial start-up costs in preparation, or
                  (iii) was formerly operating under the name and is now dormant, or
                  (c) that the name was registered in the ordinary course of a company formation business and the company is available for sale to the applicant on the standard terms of that business, or
                  (d) that the name was adopted in good faith, or
                  (e) that the interests of the applicant are not adversely affected to any significant extent.
                  If none of those is shown, the objection shall be upheld.
                  (5) If the facts mentioned in subsection (4)(a), (b) or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.
                  (6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.
                  (7) In this section "goodwill" includes reputation of any description.

                • 59. Procedural rules

                  (1) The Board may make rules about proceedings brought under section 58 (objection to company's registered name).
                  (2) The rules may, in particular, make provision—
                  (a) as to how an application is to be made and the form and content of an application or other documents,
                  (b) for fees to be charged,
                  (c) about the service of documents and the consequences of failure to serve them,
                  (d) as to the form and manner in which evidence is to be given,
                  (e) for circumstances in which hearings are required and those in which they are not,
                  (f) setting time limits for anything required to be done in connection with the proceedings (and allowing for such limits to be extended, even if they have expired),
                  (g) enabling the Registrar to strike out an application, or any defence, in whole or in part—
                  (i) on the ground that it is vexatious, has no reasonable prospect of success or is otherwise misconceived, or
                  (ii) for failure to comply with the requirements of the rules,
                  (h) conferring power to order security for costs,
                  (i) as to how far proceedings are to be held in public,
                  (j) requiring one party to bear the costs of another and as to the taxing the amount of such costs.

                • 60. Decision of Registrar to be made available to public

                  (1) The Registrar must, within 90 days of determining an application under section 58 (objection to company's registered name), make his decision and his reasons for it available to the public.
                  (2) He may do so by means of a website or by such other means as appear to him to be appropriate.

                • 61. Order requiring name to be changed

                  (1) If an application under section 58(objection to company's registered name) is upheld, the Registrar shall serve notice—
                  (a) requiring the respondent company to change its name to one that is not an offending name, and
                  (b) requiring all the respondents—
                  (i) to take all such steps as are within their power to make, or facilitate the making, of that change, and
                  (ii) not to cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.
                  (2) An "offending name" means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely—
                  (a) to be the subject of a direction under section 56(power to direct change of name in case of similarity to existing name), or
                  (b) to give rise to a further application under section 58(objection to company's registered name).
                  (3) The notice must specify a date by which the respondent company's name is to be changed and may be enforced in the same way as an order of the Court.
                  (4) If the respondent company's name is not changed in accordance with the order by the specified date, the Registrar may determine a new name for the company.
                  (5) If the Registrar determines a new name for the respondent company he must give notice of his determination—
                  (a) to the applicant, and
                  (b) to the respondents.
                  (6) For the purposes of this section a company's name is changed when the change takes effect in accordance with section 69(1)(change of name: effect).

                • 62. Appeal from Registrar's decision

                  (1) An appeal lies to the Court from any decision of the Registrar to uphold or dismiss an application under section 58 (objection to company's registered name).
                  (2) Notice of appeal against a decision upholding an application must be given before the date specified in the Registrar's notice by which the respondent company's name is to be changed.
                  (3) If notice of appeal is given against a decision upholding an application, the effect of the Registrar's notice is suspended.
                  (4) If on appeal the Court—
                  (a) affirms the decision of the Registrar to uphold the application, or
                  (b) reverses the decision of the Registrar to dismiss the application,
                  the Court may (as the case may require) specify the date by which the Registrar's notice is to be complied with, remit the matter to the Registrar or make any order or determination that the Registrar might have made.
                  (5) If the Court determines a new name for the company it must give notice of the determination—
                  (a) to the parties to the appeal, and
                  (b) to the Registrar.

              • CHAPTER 3 OTHER POWERS OF THE REGISTRAR

                • 63. Provision of misleading information etc

                  (1) If it appears to the Registrar—
                  (a) that misleading information has been given for the purposes of a company's registration by a particular name, or
                  (b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,
                  the Registrar may direct the company to change its name.
                  (2) Any such direction—
                  (a) must be given within five years of the company's registration by that name, and
                  (b) must specify the period within which the company is to change its name.
                  (3) The Registrar may by a further direction extend the period within which the company is to change its name.

                  Any such direction must be given before the end of the period for the time being specified.
                  (4) A direction under this section must be in writing.
                  (5) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by—
                  (a) the company, and
                  (b) every officer of the company who is in default.
                  For this purpose a shadow director is treated as an officer of the company.
                  (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 7.

                • 64. Misleading indication of activities

                  (1) If in the opinion of the Registrar the name by which a company is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, the Registrar may direct the company to change its name.
                  (2) The direction must be in writing.
                  (3) The direction must be complied with within a period of six weeks from the date of the direction or such longer period as the Registrar may think fit to allow.

                  This does not apply if an application is duly made to the Court under the following provisions.
                  (4) The company may apply to the Court to set the direction aside.

                  The application must be made within the period of three weeks from the date of the direction.
                  (5) The Court may set the direction aside or confirm it.

                  If the direction is confirmed, the Court shall specify the period within which the direction is to be complied with.
                  (6) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by—
                  (a) the company, and
                  (b) every officer of the company who is in default.
                  For this purpose a shadow director is treated as an officer of the company.
                  (7) A person who commits the contravention referred to in subsection (6) shall be liable to a fine of up to level 4.

              • CHAPTER 4 CHANGE OF NAME

                • 65. Change of name

                  (1) A company may change its name—
                  (a) by special resolution (see section 66 (change of name by special resolution)), or
                  (b) by other means provided for by the company's articles (see section 67 (change of name by means provided for in company's articles)).
                  (2) The name of a company may also be changed—
                  (a) on the determination of a new name by the Registrar under section 61 (order requiring name to be changed),
                  (b) on the determination of a new name by the Court under section 62(appeal from Registrar's decision),
                  (c) under section 891(company's name on restoration).

                • 66. Change of name by special resolution

                  (1) Where a change of name has been agreed to by a company by special resolution, the company must give notice to the Registrar.

                  This is in addition to the obligation to forward a copy of the resolution to the Registrar.
                  (2) Where a change of name by special resolution is conditional on the occurrence of an event, the notice given to the Registrar of the change must—
                  (a) specify that the change is conditional, and
                  (b) state whether the event has occurred.
                  (3) If the notice states that the event has not occurred—
                  (a) the Registrar is not required to act under section 68 (change of name: registration and issue of new certificate of incorporation) until further notice,
                  (b) when the event occurs, the company must give notice to the Registrar stating that it has occurred, and
                  (c) the Registrar may rely on the statement as sufficient evidence of the matters stated in it.

                • 67. Change of name by means provided for in company's articles

                  (1) Where a change of a company's name has been made by other means provided for by its articles—
                  (a) the company must give notice to the Registrar, and
                  (b) the notice must be accompanied by a statement that the change of name has been made by means provided for by the company's articles.
                  (2) The Registrar may rely on the statement as sufficient evidence of the matters stated in it.

                • 68. Change of name: registration and issue of new certificate of incorporation

                  (1) This section applies where the Registrar receives notice of a change of a company's name.
                  (2) If the Registrar is satisfied—
                  (a) that the new name complies with the requirements of this Part, and
                  (b) that the requirements of these Regulations, and any relevant requirements of the company's articles, with respect to a change of name are complied with,
                  the Registrar must enter the new name on the register in place of the former name.
                  (3) On the registration of the new name, the Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

                • 69. Change of name: effect

                  (1) A change of a company's name has effect from the date on which the new certificate of incorporation is issued.
                  (2) The change does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.
                  (3) Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

              • CHAPTER 5 TRADING DISCLOSURES

                • 70. Requirement to disclose company name etc

                  (1) The Board may make rules requiring companies—
                  (a) to display specified information in specified locations,
                  (b) to state specified information in specified descriptions of document or communication, and
                  (c) to provide specified information on request to those they deal with in the course of their business.
                  (2) The rules—
                  (a) must in every case require disclosure of the name of the company,
                  (b) may make provision as to the manner in which any specified information is to be displayed, stated or provided, and
                  (c) may declare specified companies exempt in whole or in part from the requirements imposed under this section.
                  (3) The rules may provide that, for the purposes of any requirement to disclose a company's name, any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) shall be disregarded.
                  (4) In this section "specified" means specified in the rules made under this section.

                • 71. Consequences of failure to make required disclosure

                  (1) This section applies to any legal proceedings brought by a company to which section 70(requirement to disclose company name etc) applies to enforce a right arising out of a contract made in the course of a business in respect of which the company was, at the time the contract was made, in breach of rules under that section.
                  (2) The proceedings shall be dismissed if the defendant to the proceedings shows—
                  (a) that he has a claim against the claimant arising out of the contract that he has been unable to pursue by reason of the latter's breach of the rules, or
                  (b) that he has suffered some financial loss in connection with the contract by reason of the claimant's breach of the rules,
                  unless the Court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.
                  (3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.

                • 72. Consequences of failure to make required disclosures

                  (1) Rules under section 70(requirement to disclose company name etc)may provide—
                  (a) that where a company fails, without reasonable excuse, to comply with any specified requirement of rules under that section a contravention of these Regulations is committed by—
                  (i) the company, and
                  (ii) every officer of the company who is in default,
                  (b) that a person who commits the contravention referred to in subsection (1)(a) shall be to a level 1 fine.
                  (2) The rules may provide that, for the purposes of any provision made under subsection (1), a shadow director of the company is to be treated as an officer of the company.
                  (3) In subsection (1)(a) "specified" means specified in the rules.

                • 73. Minor variations in form of name to be left out of account

                  (1) For the purposes of this Chapter, in considering a company's name no account is to be taken of—
                  (a) whether upper or lower case characters (or a combination of the two) are used,
                  (b) whether diacritical marks or punctuation are present or absent, or
                  (c) whether the name is in the same format or style as is specified under section 51(1)(b)(permitted characters etc) for the purposes of registration,
                  provided there is no real likelihood of names differing only in those respects being taken to be different names.
                  (2) This does not affect the operation of regulations under section 51(1)(a)(permitted characters etc) permitting only specified characters, diacritical marks or punctuation.

            • PART 6 A COMPANY'S REGISTERED OFFICE

              • General

                • 74. A company's registered office

                  A company must at all times have a registered office in the Abu Dhabi Global Market to which all communications and notices may be addressed.

                • 75. Change of address of registered office

                  (1) A company may change the address of its registered office by giving notice to the Registrar.
                  (2) The change takes effect upon the notice being registered by the Registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered.
                  (3) For the purposes of any duty of a company—
                  (a) to keep available for inspection at its registered office any register, index or other document, or
                  (b) to mention the address of its registered office in any document,
                  a company that has given notice to the Registrar of a change in the address of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.
                  (4) Where a company unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (3)(a) in circumstances in which it was not practicable to give prior notice to the Registrar of a change in the address of its registered office, but—
                  (a) resumes performance of that duty at other premises as soon as practicable, and
                  (b) gives notice accordingly to the Registrar of a change in the situation of its registered office within 14 days of doing so,
                  it is not to be treated as having failed to comply with that duty.

            • PART 7 RE-REGISTRATION AND CONTINUANCE

              • CHAPTER 1 RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY'S STATUS

                • Introductory

                  • 76. Alteration of status by re-registration

                    A company may by re-registration under this Part alter its status—

                    (a) from a private company to a public company (see sections 77 (re-registration of private company as public) to 80 (issue of certificate of incorporation on re-registration)),
                    (b) from a public company to a private company (see sections 81 (re-registration of public company as private) to 85 (issue of certificate of incorporation on re-registration)),
                    (c) from a private limited company to an unlimited company (see sections 86 (re-registration of private limited company as unlimited) to 88 (issue of certificate of incorporation on re-registration)),
                    (d) from an unlimited company to a limited company (see sections 89 (re-registration of unlimited company as limited) to 92 (statement of capital required where company already has share capital),
                    (e) from a public company to an unlimited private company (see sections 93 (re-registration of public company as private and unlimited) to 95 (issue of certificate of incorporation on re-registration)), and
                    (f) from a restricted scope company to a non-restricted scope company (see sections 96 (re-registration of a restricted scope company as a non-restricted scope company) to 99 (issue of certificate of incorporation on re-registration)).

                  • 77. Re-registration of private company as public

                    (1) A private company (whether limited or unlimited and whether it is a restricted scope company or not) may be re-registered as a public company limited by shares if—
                    (a) a special resolution that it should be so re-registered is passed,
                    (b) the conditions specified below are met, and
                    (c) an application for re-registration is delivered to the Registrar in accordance with section 78 (application and accompanying documents), together with—
                    (i) the other documents required by that section, and
                    (ii) a statement of compliance.
                    (2) The conditions are—
                    (a) that the company has a share capital not less than the authorised minimum required for a public company, and
                    (b) that the company has not previously been re-registered as unlimited.
                    (3) The company must make such changes—
                    (a) in its name, and
                    (b) in its articles,
                    as are necessary in connection with its becoming a public company.
                    (4) If the company is unlimited it must also make such changes in its articles as are necessary in connection with its becoming a company limited by shares.

                  • 78. Application and accompanying documents

                    (1) An application for re-registration as a public company must contain—
                    (a) a statement of the company's proposed name on re-registration, and
                    (b) in the case of a company without a secretary, a statement of the company's proposed secretary (see section 79 (statement of proposed secretary)).
                    (2) The application must be accompanied by—
                    (a) a copy of the special resolution that the company should re-register as a public company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3),
                    (b) a copy of the company's articles as proposed to be amended,
                    (c) a balance sheet prepared as at a date not more than seven months before the date on which the application is delivered to the Registrar, and
                    (d) an unqualified report by the company's auditor on that balance sheet.
                    (3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a public company have been complied with.
                    (4) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a public company.

                  • 79. Statement of proposed secretary

                    (1) The statement of the company's proposed secretary must contain the required particulars of the person who is or the persons who are to be the secretary or joint secretaries of the company.
                    (2) The required particulars are the particulars that will be required to be stated in the company's register of secretaries (see sections 294 (particulars of secretaries to be registered: individuals)and295 (particulars of secretaries to be registered: corporate secretaries and firms)).
                    (3) The statement must also contain a consent by the person named as secretary, or each of the persons named as joint secretaries, to act in the relevant capacity. If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

                  • 80. Issue of certificate of incorporation on re-registration

                    (1) If on an application for re-registration as a public company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
                    (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                    (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
                    (4) On the issue of the certificate—
                    (a) the company by virtue of the issue of the certificate becomes a public company,
                    (b) the changes in the company's name and articles take effect, and
                    (c) where the application contained a statement under section 79 (statement of proposed secretary), the person or persons named in the statement as secretary or joint secretary of the company are deemed to have been appointed to that office.
                    (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                  • 81. Re-registration of public company as private limited company

                    (1) A public company may be re-registered as a private limited company if—
                    (a) a special resolution that it should be so re-registered is passed, and
                    (b) an application for re-registration is delivered to the Registrar in accordance with section 84 (application and accompanying documents), together with—
                    (i) the other documents required by that section, and
                    (ii) a statement of compliance.
                    (2) The company must make such changes—
                    (a) in its name, and
                    (b) in its articles,
                    as are necessary in connection with its becoming a private company limited by shares or, as the case may be, by guarantee.

                  • 82. Application to Court to cancel resolution

                    (1) Where a special resolution by a public company to be re-registered as a private limited company has been passed, an application to the Court for the cancellation of the resolution may be made—
                    (a) by the holders of not less in the aggregate than 5% of the company's issued share capital or any class of the company's issued share capital (disregarding any shares held by the company as treasury shares),
                    (b) if the company is not limited by shares, by not less than 5% of its members, or
                    (c) by not less than 50 of the company's members,
                    but not by a person who has consented to or voted in favour of the resolution.
                    (2) The application must be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for the purpose.
                    (3) On the hearing of the application the Court shall make an order either cancelling or confirming the resolution.
                    (4) The Court may—
                    (a) make that order on such terms and conditions as it thinks fit,
                    (b) if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase of the interests of dissentient members, and
                    (c) give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement.
                    (5) The Court's order may, if the Court thinks fit—
                    (a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company's capital, and
                    (b) make such alteration in the company's articles as may be required in consequence of that provision.
                    (6) The Court's order may, if the Court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the Court.

                  • 83. Notice to Registrar of Court application or order

                    (1) On making an application under section 82 (application to Court to cancel resolution) the applicants, or the person making the application on their behalf, must immediately give notice to the Registrar.

                    This is without prejudice to any provision of rules of Court as to service of notice of the application.
                    (2) On being served with notice of any such application, the company must immediately give notice to the Registrar.
                    (3) Within 14 days of the making of the Court's order on the application, or such longer period as the Court may at any time direct, the company must deliver to the Registrar a copy of the order.
                    (4) If a company fails to comply with subsection (2) or (3) a contravention of these Regulations is committed by—
                    (a) the company, and
                    (b) every officer of the company who is in default.
                    (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 2 fine.

                  • 84. Application and accompanying documents

                    (1) An application for re-registration as a private limited company must contain a statement of the company's proposed name on re-registration.
                    (2) The application must be accompanied by—
                    (a) a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3), and
                    (b) a copy of the company's articles as proposed to be amended.
                    (3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a private limited company have been complied with.
                    (4) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a private limited company.

                  • 85. Issue of certificate of incorporation on re-registration

                    (1) If on an application for re-registration as a private limited company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be reregistered accordingly.
                    (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                    (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
                    (4) On the issue of the certificate—
                    (a) the company by virtue of the issue of the certificate becomes a private limited company, and
                    (b) the changes in the company's name and articles take effect.
                    (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                  • 86. Re-registration of private limited company as unlimited

                    (1) A private limited company may be re-registered as an unlimited company if—
                    (a) all the members of the company have assented to its being so re-registered,
                    (b) the condition specified below is met, and an application for re-registration is delivered to the Registrar in accordance with section 87 (application and accompanying documents), together with—
                    (i) the other documents required by that section, and
                    (ii) a statement of compliance.
                    (2) The condition is that the company has not previously been re-registered as limited.
                    (3) The company must make such changes in its name and its articles—
                    (a) as are necessary in connection with its becoming an unlimited company, and
                    (b) if it is to have a share capital, as are necessary in connection with its becoming an unlimited company having a share capital.
                    (4) For the purposes of this section—
                    (a) a person appointed by a competent Court or by law to manage the affairs of a bankrupt member of the company is entitled, to the exclusion of the member, to assent to the company's becoming unlimited, and
                    (b) the personal representative of a deceased member of the company may assent on behalf of the deceased.

                  • 87. Application and accompanying documents

                    (1) An application for re-registration as an unlimited company must contain a statement of the company's proposed name on re-registration.
                    (2) The application must be accompanied by—
                    (a) the prescribed form of assent to the company's being registered as an unlimited company, authenticated by or on behalf of all the members of the company, and
                    (b) a copy of the company's articles as proposed to be amended.
                    (3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited company have been complied with.
                    (4) The statement of compliance must contain a statement by the directors of the company—
                    (a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and
                    (b) if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.
                    (5) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited company.

                  • 88. Issue of certificate of incorporation on re-registration

                    (1) If on an application for re-registration of a private limited company as an unlimited company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
                    (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                    (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
                    (4) On the issue of the certificate—
                    (a) the company by virtue of the issue of the certificate becomes an unlimited company, and
                    (b) the changes in the company's name and articles take effect.
                    (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                  • 89. Re-registration of unlimited company as limited

                    (1) An unlimited company may be re-registered as a private limited company if—
                    (a) a special resolution that it should be so re-registered is passed,
                    (b) the condition specified below is met, and
                    (c) an application for re-registration is delivered to the Registrar in accordance with section 90 (application and accompanying documents), together with—
                    (i) the other documents required by that section, and
                    (ii) a statement of compliance.
                    (2) The condition is that the company has not previously been re-registered as unlimited.
                    (3) The special resolution must state whether the company is to be limited by shares or by guarantee.
                    (4) The company must make such changes—
                    (a) in its name, and
                    (b) in its articles,
                    as are necessary in connection with its becoming a company limited by shares or, as the case may be, by guarantee.

                  • 90. Application and accompanying documents

                    (1) An application for re-registration as a limited company must contain a statement of the company's proposed name on re-registration.
                    (2) The application must be accompanied by—
                    (a) a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3),
                    (b) if the company is to be limited by guarantee, a statement of guarantee,
                    (c) a copy of the company's articles as proposed to be amended.
                    (3) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—
                    (a) payment of the debts and liabilities of the company contracted before he ceases to be a member,
                    (b) payment of the costs, charges and expenses of winding up, and
                    (c) adjustment of the rights of the contributories among themselves,
                    not exceeding a specified amount.
                    (4) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a limited company have been complied with.
                    (5) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a limited company.

                  • 91. Issue of certificate of incorporation on re-registration

                    (1) If on an application for re-registration of an unlimited company as a limited company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
                    (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                    (3) The certificate must state that it is issued on re-registration and the date on which it is so issued.
                    (4) On the issue of the certificate—
                    (a) the company by virtue of the issue of the certificate becomes a limited company, and
                    (b) the changes in the company's name and articles take effect.
                    (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                  • 92. Statement of capital required where company already has share capital

                    (1) A company which on re-registration under section 91(issue of certificate of incorporation on re-registration) already has allotted share capital must within 14 days after the re-registration deliver a statement of capital to the Registrar.
                    (2) This does not apply if the information which would be included in the statement has already been sent to the Registrar in—
                    (a) a statement of capital and initial shareholdings (see section 7 (statement of capital and initial shareholdings)), or
                    (b) a statement of capital contained in an annual return (see section 781(2) (contents of annual return: information about shares and share capital)).
                    (3) The statement of capital must state with respect to the company's share capital on re-registration—
                    (a) the total number of shares of the company,
                    (b) for each class of shares—
                    (i) prescribed particulars of the rights attached to the shares,
                    (ii) the total number of shares of that class, and
                    (iii) the amount paid up and the amount (if any) unpaid on each share.
                    (4) If default is made in complying with this section, a contravention of these Regulations is committed by—
                    (a) the company, and
                    (b) every officer of the company who is in default.
                    (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.

                  • 93. Re-registration of public company as private and unlimited

                    (1) A public company limited by shares may be re-registered as an unlimited private company with a share capital if—
                    (a) all the members of the company have assented to its being so reregistered,
                    (b) the condition specified below is met, and
                    (c) an application for re-registration is delivered to the Registrar in accordance with section 94 (application and accompanying documents), together with—
                    (i) the other documents required by that section, and
                    (ii) a statement of compliance.
                    (2) The condition is that the company has not previously been re-registered—
                    (a) as limited, or
                    (b) as unlimited.
                    (3) The company must make such changes—
                    (a) in its name, and
                    (b) in its articles,
                    as are necessary in connection with its becoming an unlimited private company.
                    (4) For the purposes of this section—
                    (a) a person appointed by a competent Court or by law to manage the affairs of a bankrupt member of the company is entitled, to the exclusion of the member, to assent to the company's re-registration, and
                    (b) the personal representative of a deceased member of the company may assent on behalf of the deceased.

                  • 94. Application and accompanying documents

                    (1) An application for re-registration of a public company as an unlimited private company must contain a statement of the company's proposed name on re-registration.
                    (2) The application must be accompanied by—
                    (a) the prescribed form of assent to the company's being registered as an unlimited company, authenticated by or on behalf of all the members of the company, and
                    (b) a copy of the company's articles as proposed to be amended.
                    (3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited private company have been complied with.
                    (4) The statement must contain a statement by the directors of the company—
                    (a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and
                    (b) if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.
                    (5) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited private company.

                  • 95. Issue of certificate of incorporation on re-registration

                    (1) If on an application for re-registration of a public company as an unlimited private company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
                    (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                    (3) The certificate must state that it is issued on re-registration and the date on which it is so issued.
                    (4) On the issue of the certificate—
                    (a) the company by virtue of the issue of the certificate becomes an unlimited private company, and
                    (b) the changes in the company's name and articles take effect.
                    (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                  • 96. Re-registration of a restricted scope company as a non-restricted scope company

                    (1) A restricted scope company (whether limited or unlimited) may be re-registered as a non-restricted scope company if—
                    (a)