ADGM Regulations (repealed) · Abu Dhabi Global Market
Companies Regulations 2015
A reference record of Companies Regulations 2015, drawn from the instrument's own official text. It sets out how the law is organised — its Parts, its section count and its length — and links to the text itself. It does not interpret the law or offer advice on it.
Where this instrument arises in our work: Corporate & M&A
At a glance
| Citation | Companies Regulations 2015 |
| Instrument type | ADGM Regulations (repealed) |
| Enacted | 2015 |
| Jurisdiction | Abu Dhabi Global Market |
| Parts | 38 |
| Numbered sections | 986 |
| Chapters | 11 |
How Companies Regulations 2015 is organised
The 38 Parts below are the instrument's own divisions, in the order the official text sets them out.
| Part | Heading |
|---|---|
| Part 1 | General Introductory Provisions |
| Part 2 | Company Formation |
| Part 3 | A Company'S Constitution |
| Part 4 | A Company'S Capacity And Related Matters |
| Part 5 | A Company'S Name |
| Part 6 | A Company'S Registered Office |
| Part 7 | Re-Registration And Continuance |
| Part 8 | A Company'S Members |
| Part 9 | Exercise Of Members' Rights |
| Part 10 | A Company'S Directors |
| Part 11 | Derivative Claims And Proceedings By Members |
| Part 12 | Company Secretaries |
| Part 13 | Resolutions And Meetings |
| Part 14 | Accounts And Reports |
| Part 15 | Audit |
| Part 16 | A Company'S Share Capital |
| Part 17 | Acquisition By Limited Company Of Its Own Shares |
| Part 18 | Debentures |
| Part 19 | Private And Public Companies |
| Part 20 | Certification And Transfer Of Securities |
| Part 21 | Information About Interests In A Company'S Shares |
| Part 22 | Distributions |
| Part 23 | A Company'S Annual Return |
| Part 24 | Company Charges |
| Part 25 | Arrangements And Reconstructions |
| Part 26 | Mergers And Divisions |
| Part 27 | Fraudulent Trading |
| Part 28 | Protection Of Members Against Unfair Prejudice |
| Part 29 | Dissolution And Restoration To The Register |
| Part 30 | Investigation Of Companies And Their Affairs |
| Part 31 | The Registrar Of Companies |
| Part 32 | Contraventions Under The Companies Regulations |
| Part 33 | Companies: Company Records And Supplementary Provisions |
| Part 34 | Companies: Interpretation |
| Part 35 | Auditors |
| Part 36 | Cell Companies |
| Part 37 | General Supplementary Provisions |
| Part 38 | Final Provisions |
What Companies Regulations 2015 covers, section by section
The 986 section headings below are the instrument's own, reproduced in its order. They are a map of the law, not a summary of it — for the wording of any article, read the official text.
- Companies
- Limited and unlimited companies
- Private and public companies
- Companies may not be limited by guarantee and have share capital
- Method of forming company
- Registration documents
- Statement of capital and initial shareholdings
- Statement of guarantee
- Statement of proposed officers
- Statement of compliance
- Registration
- Issue of certificate of incorporation
- Effect of registration
- Commercial Licence
- A company's constitution
- Articles of association
- Power of Board to prescribe model articles
- Default application of model articles
- Amendment of articles
- Entrenched provisions of the articles
- Notice to Registrar of existence of restriction on amendment of articles
- Statement of compliance where amendment of articles restricted
- Effect of alteration of articles on company's members
- Registrar to be sent copy of amended articles
- Registrar's notice to comply in case of failure with respect to amended articles
- Resolutions and agreements affecting a company's constitution
- Copies of resolutions or agreements to be forwarded to Registrar
- Statement of company's objects
- Constitutional documents to be provided to members
- Effect of company's constitution
- Notice to Registrar where company's constitution altered by order
- Documents to be incorporated in or accompany copies of articles issued by company
- Right to participate in profits otherwise than as member void
- Application to single member companies of rules of law
- A company's capacity
- Power of directors to bind the company
- Constitutional limitations: transactions involving directors or their associates
- Contracts
- Execution of documents in the Abu Dhabi Global Market
- Common seal
- Execution of deeds
- Execution of deeds or other documents by attorney
- Official seal for use outside of the Abu Dhabi Global Market
- Official seal for share certificates etc
- Pre-incorporation contracts, deeds and obligations
- Bills of exchange and promissory notes
- Reservation of trade name
- Prohibited names
- Names suggesting connection with government or public authority
- Other sensitive words or expressions
- Permitted characters etc
- Public limited companies
- Private limited companies
- Inappropriate use of indications of company type or legal form
- Name not to be the same as another on the Registrar's register of company names
- Power to direct change of name in case of similarity to existing name
- Direction to change name: supplementary provisions
- Objection to company's registered name
- Procedural rules
- Decision of Registrar to be made available to public
- Order requiring name to be changed
- Appeal from Registrar's decision
- Provision of misleading information etc
- Misleading indication of activities
- Change of name
- Change of name by special resolution
- Change of name by means provided for in company's articles
- Change of name: registration and issue of new certificate of incorporation
- Change of name: effect
- Requirement to disclose company name etc
- Consequences of failure to make required disclosure
- Consequences of failure to make required disclosures
- Minor variations in form of name to be left out of account
- A company's registered office
- Change of address of registered office
- Alteration of status by re-registration
- Re-registration of private company as public
- Application and accompanying documents
- Statement of proposed secretary
- Issue of certificate of incorporation on re-registration
- Re-registration of public company as private limited company
- Application to Court to cancel resolution
- Notice to Registrar of Court application or order
- Application and accompanying documents
- Issue of certificate of incorporation on re-registration
- Re-registration of private limited company as unlimited
- Application and accompanying documents
- Issue of certificate of incorporation on re-registration
- Re-registration of unlimited company as limited
- Application and accompanying documents
- Issue of certificate of incorporation on re-registration
- Statement of capital required where company already has share capital
- Re-registration of public company as private and unlimited
- Application and accompanying documents
- Issue of certificate of incorporation on re-registration
- Re-registration of a restricted scope company as a non-restricted scope company
- Application and accompanying documents
- Application to Court to cancel resolution
- Issue of certificate of incorporation on re-registration
- Bodies corporate which are eligible for continuance
- Restrictions on continuance
- Application to Registrar for continuance within the Abu Dhabi Global Market
- Articles of continuance
- Proposed name
- Issue of certificate of continuance within the Abu Dhabi Global Market
- Effect of issue of certificate of continuance within the Abu Dhabi Global Market
- Approval by company and members of proposal for continuance overseas
- Objections by members to continuance overseas
- Application to Registrar for authorisation to seek continuance overseas
- Effect of continuance outside the Abu Dhabi Global Market
- Statements of solvency in respect of continuance
- Provisions relating to continuance
- Contravention of the Regulations relating to continuance
- The members of a company
- Register of members
- Register to be kept available for inspection
- List of members
- Rights to inspect and require copies
- Register of members: response to request for inspection or copy
- Register of members: refusal of inspection or default in providing copy
- Information as to state of register and list of members' names
- Removal of entries relating to former members
- Single member companies
- Company holding its own shares as treasury shares
- Power of Court to rectify register
- Trusts not to be entered on register
- Register to be evidence
- Time limit for claims arising from entry in register
- Prohibition on subsidiary being a member of its holding company
- Subsidiary acting as personal representative or trustee
- Subsidiary acting as authorised dealer in securities
- Protection of third parties in other cases where subsidiary acting as dealer in securities
- Application of provisions to companies not limited by shares
- Application of provisions to nominees
- Effect of provisions of articles as to enjoyment or exercise of members' rights
- Exercise of rights where shares held on behalf of others: exercise in different ways
- Exercise of rights where shares held on behalf of others: members' requests
- Companies required to have directors
- Companies required to have at least one director who is a natural person
- "Director"
- "Shadow director"
- Direction requiring company to make appointment
- Minimum age for natural persons for appointment as director
- Power to provide for exceptions from minimum age requirement
- Appointment of directors of public company to be voted on individually
- Validity of acts of directors
- Register of directors
- Particulars of directors to be registered: individuals
- Particulars of directors to be registered: corporate directors and firms
- Register of directors' residential addresses
- Duty to notify Registrar of changes
- Resolution to remove director
- Director's right to protest against removal
- Scope and nature of general duties
- Duty to act within powers
- Duty to promote the success of the company
- Duty to exercise independent judgment
- Duty to exercise reasonable care, skill and diligence
- Duty to avoid conflicts of interest
- Duty not to accept benefits from third parties
- Duty to declare interest in proposed transaction or arrangement
- Consequences of breach of general duties
- Cases within more than one of the general duties
- Consent, approval or authorisation by members
- Declaration of interest in existing transaction or arrangement
- Failure to declare interest
- Declaration made by notice in writing
- General notice treated as sufficient declaration
- Declaration of interest in case of company with sole director
- Declaration of interest in existing transaction by shadow director
- Directors' long-term service contracts: requirement of members' approval
- Directors' long-term service contracts: consequences of contravention
- Substantial property transactions: requirement of members' approval
- Meaning of "substantial"
- Exception for transactions with members or other group companies
- Exception in case of company in winding up or administration
- Exception for transactions on recognised investment exchange
- Property transactions: consequences of contravention
- Property transactions: effect of subsequent affirmation
- Loans to directors: requirement of members' approval
- Quasi-loans to directors: requirement of members' approval
- Meaning of "quasi-loan" and related expressions
- Loans or quasi-loans to persons connected with directors: requirement of members' approval
- Credit transactions: requirement of members' approval
- Meaning of "credit transaction"
- Related arrangements: requirement of members' approval
- Exception for expenditure on company business
- Exception for expenditure on defending proceedings etc.
- Exception for expenditure in connection with regulatory action or investigation
- Exceptions for minor and business transactions
- Exceptions for intra-group transactions
- Exceptions for money-lending companies
- Other relevant transactions or arrangements
- The person for whom a transaction or arrangement is entered into
- Loans etc.: consequences of contravention
- Loans etc.: effect of subsequent affirmation
- Payments for loss of office
- Amounts taken to be payments for loss of office
- Payment by company: requirement of members' approval
- Payment in connection with transfer of undertaking etc.: requirement of members' approval
- Payment in connection with share transfer: requirement of members' approval
- Exception for payments in discharge of legal obligations etc.
- Exception for small payments
- Payments made without approval: consequences
- Transactions requiring members' approval: application of provisions to shadow directors
- Approval by written resolution: accidental failure to send memorandum
- Cases where approval is required under more than one provision
- Directors' service contracts
- Copy of contract or memorandum of terms to be available for inspection
- Right of member to inspect and request copy
- Directors' service contracts: application of provisions to shadow directors
- Contract with sole member who is also a director
- Provisions protecting directors from liability
- Provision of insurance
- Qualifying third party indemnity provision
- Qualifying pension scheme indemnity provision
- Copy of qualifying indemnity provision to be available for inspection
- Right of member to inspect and request copy
- Ratification of acts of directors
- Protected information
- Protected information: restriction on use or disclosure by company
- Protected information: restriction on use or disclosure by Registrar
- Permitted use or disclosure by the Registrar
- Disclosure under Court order
- Circumstances in which Registrar may put address on the public record
- Putting the address on the public record
- Disqualification orders: general
- Disqualification undertakings: general
- Disqualification on conviction of criminal offence
- Disqualification for persistent breaches of companies legislation
- Disqualification for fraud, etc.
- Duty of Registrar to disqualify unfit directors of insolvent companies
- Disqualification order or undertaking; and reporting provisions
- Disqualification of persons unfit to be directors
- Variation etc. of disqualification undertaking
- Matters for determining unfitness of directors
- Participation in wrongful trading
- Penalties
- Breach by a body corporate
- Personal liability for company's debts where person acts while disqualified
- Proposal to make disqualification order
- Decision notice
- Statements of policy
- Statements of policy: procedure
- Warning notices
- Decision notices
- Notices of discontinuance
- Appeals
- Final notices
- Third party rights
- Access to material
- The Registrar's procedures
- Statements under section 258: consultation
- Protected items
- Register of disqualification orders and undertakings
- Admissibility in evidence of statements
- Persons subject to non-Abu Dhabi Global Market restrictions
- Disqualification of persons subject to non-Abu Dhabi Global Market restrictions
- Disqualification rules: supplementary
- Contravention of breach of disqualification
- Personal liability for debts of company
- Statements from persons subject to non-Abu Dhabi Global Market restrictions
- Statements: whether to be made public
- Contraventions
- Power to make provision for employees on cessation or transfer of business
- Minutes of directors' meetings
- Minutes as evidence
- Persons connected with a director
- Members of a director's family
- Director "connected with" a body corporate
- Director "controlling" a body corporate
- Associated bodies corporate
- References to company's constitution
- Power to increase financial limits
- Transactions under foreign law
- Derivative claims
- Application for permission to continue derivative claim
- Application for permission to continue claim as a derivative claim
- Whether permission to be given
- Application for permission to continue derivative claim brought by another eligible member
- Private company not required to have secretary
- Public company required to have secretary
- Direction requiring public company to appoint secretary
- Qualifications of secretaries of public companies
- Discharge of functions where office vacant or secretary unable to act
- Duty to keep register of secretaries
- Duty to notify Registrar of changes
- Particulars of secretaries to be registered: individuals
- Particulars of secretaries to be registered: corporate secretaries and firms
- Acts done by person in dual capacity
- Resolutions
- Ordinary resolutions
- Special resolutions
- Votes: general rules
- Voting by proxy
- Voting rights on poll or written resolution
- Votes of joint holders of shares
- Saving for provisions of articles as to determination of entitlement to vote
- Written resolutions of private companies
- Eligible members
- Circulation date
- Circulation of written resolutions proposed by directors
- Members' power to require circulation of written resolution
- Circulation of written resolutions proposed by members
- Expenses of circulation
- Application not to circulate members' statement
- Procedure for signifying agreement to written resolution
- Period for agreeing to written resolution
- Sending documents relating to written resolutions by electronic means
- Publication of written resolution on website
- Relationship between this Chapter and provisions of company's articles
- Resolutions at general meetings
- Directors' power to call general meetings
- Members' power to require directors to call general meeting
- Directors' duty to call meetings required by members
- Power of members to call meeting at company's expense
- Power of Court to order meeting
- Notice required of general meeting
- Manner in which notice to be given
- Publication of notice of meeting on website
- Persons entitled to receive notice of meetings
- Contents of notices of meetings
- Resolution requiring special notice
- Accidental failure to give notice of resolution or meeting
- Members' power to require circulation of statements
- Company's duty to circulate members' statement
- Expenses of circulating members' statement
- Application not to circulate members' statement
- Quorum at meetings
- Chairman of meeting
- Declaration by chairman on a show of hands
- Right to demand a poll
- Voting on a poll
- Voting on a poll: votes cast in advance
- Representation of corporations at meetings
- Rights to appoint proxies
- Obligation of proxy to vote in accordance with instructions
- Notice of meeting to contain statement of rights
- Company-sponsored invitations to appoint proxies
- Notice required of appointment of proxy etc
- Chairing meetings
- Right of proxy to demand a poll
- Notice required of termination of proxy's authority
- Saving for more extensive rights conferred by articles
- Resolution passed at adjourned meeting
- Sending documents relating to meetings etc in electronic form
- Application to class meetings
- Application to class meetings: companies without a share capital
- Public companies: annual general meeting
- Public companies: notice of AGM
- Public companies: members' power to require circulation of resolutions for AGMs
- Public companies: company's duty to circulate members' resolutions for AGMs
- Public companies: expenses of circulating members' resolutions for AGM
- Records of resolutions and meetings etc
- Records as evidence of resolutions etc
- Records of decisions by sole member
- Inspection of records of resolutions and meetings
- Records of resolutions and meetings of class of members
- Computation of periods of notice etc: clear day rule
- Electronic meetings and voting
- Scheme of this Part
- Companies subject to the small companies regime
- Companies qualifying as small: general
- Companies qualifying as small: parent companies
- Companies excluded from the small companies regime
- Public interest entities and financial institutions
- Companies qualifying as micro-entities
- Companies excluded from being treated as micro-entities
- Duty to keep accounting records
- Duty to keep accounting records: contravention
- Where and for how long records to be kept
- Where and for how long records to be kept: contraventions
- A company's financial year
- Accounting reference periods and accounting reference date
- Alteration of accounting reference date
- Accounts to give a fair representation
- Duty to prepare individual accounts
- Individual accounts: exemption for dormant subsidiaries
- Companies excluded from the dormant subsidiaries exemption
- Dormant subsidiaries exemption: parent undertaking declaration of guarantee
- Individual accounts: applicable accounting framework
- Option to prepare group accounts
- Duty to prepare group accounts
- Exemption for company included in group accounts of larger group
- Consistency of financial reporting within group
- Individual profit and loss account where group accounts prepared
- Information about related undertakings
- Information about related undertakings: alternative compliance
- Information about off-balance sheet arrangements
- Information about employee numbers and costs
- Information about directors' benefits: remuneration
- Information about directors' benefits: advances, credit and guarantees
- Approval and signing of accounts
- Duty to prepare directors' report
- Directors' report: small companies exemption
- Contents of directors' report: general
- Contents of directors' report: statement as to disclosure to auditors
- Approval and signing of directors' report
- Duty to circulate copies of annual accounts and reports
- Time allowed for sending out copies of accounts and reports
- Default in sending out copies of accounts and reports: contraventions
- Right of member or debenture holder to copies of accounts and reports
- Name of signatory to be stated in published copies of accounts and reports
- Requirements in connection with publication of registrable accounts
- Requirements in connection with publication of non-registrable and other accounts
- Meaning of "publication" in relation to accounts and reports
- Public companies: laying of accounts and reports before general meeting
- Public companies: failure to lay accounts and reports
- Duty to file accounts and reports with the Registrar
- Period allowed for filing accounts
- Calculation of period allowed
- Filing obligations of companies subject to small companies regime
- Filing obligations of medium-sized companies
- Filing obligations of companies generally
- Unlimited companies exempt from obligation to file accounts
- Dormant subsidiaries exempt from obligation to file accounts
- Companies excluded from the dormant subsidiaries exemption
- Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee
- Default in filing accounts and reports: contraventions
- Default in filing accounts and reports: Court order
- Voluntary revision of accounts etc.
- Registrar's notice in respect of accounts or reports
- Application to Court in respect of defective accounts or reports
- Other persons authorised to apply to the Court
- Power of authorised person to require documents, information and explanations
- Restrictions on disclosure of information obtained under compulsory powers
- Permitted disclosure of information obtained under compulsory powers
- Power to amend categories of permitted disclosure
- Liability for false or misleading statements in directors' reports
- Accounting standards
- Companies qualifying as medium-sized: general
- Companies qualifying as medium-sized: parent companies
- Companies excluded from being treated as medium-sized
- General power to make further provision about accounts and reports
- Preparation and filing of accounts in other relevant currencies
- Power to apply provisions to banking partnerships
- Meaning of "annual accounts" and related expressions
- Notes to the accounts
- Minor definitions
- Requirement for audited accounts and public interest entities and financial institutions
- Right of members to require audit
- Small companies: conditions for exemption from audit
- Companies excluded from small companies exemption
- Availability of small companies exemption in case of group company
- Subsidiary companies: conditions for exemption from audit
- Companies excluded from the subsidiary companies audit exemption
- Subsidiary companies audit exemption: parent undertaking declaration of guarantee
- Dormant companies: conditions for exemption from audit
- Companies excluded from dormant companies exemption
- Appointment of auditors of private company: general
- Appointment of auditors of private company: default power of Registrar
- Term of office of auditors of private company
- Prevention by members of deemed re-appointment of auditor
- Appointment of auditors of public company: general
- Appointment of auditors of public company: default power of Registrar
- Term of office of auditors of public company
- Fixing of auditor's remuneration
- Disclosure of terms of audit appointment
- Disclosure of services provided by auditor or associates and related remuneration
- Auditor's report on company's annual accounts
- Auditor's report on directors' report
- Duties of auditor
- Auditor's general right to information
- Auditor's right to information from overseas subsidiary undertakings
- Auditor's rights to information: contraventions
- Auditor's rights in relation to resolutions and meetings
- Signature of auditor's report
- Senior auditor
- Names to be stated in published copies of auditor's report
- Circumstances in which names may be omitted
- Contraventions in connection with auditor's report
- Resolution removing auditor from office
- Special notice required for resolution removing auditor from office
- Notice to Registrar of resolution removing auditor from office
- Rights of auditor who has been removed from office
- Failure to re-appoint auditor: special procedure required for written resolution
- Failure to re-appoint auditor: special notice required for resolution at general meeting
- Resignation of auditor
- Notice to Registrar of resignation of auditor
- Rights of resigning auditor
- Statement by auditor to be deposited with company
- Company's duties in relation to statement
- Copy of statement to be sent to Registrar
- Duty of auditor to notify appropriate audit authority
- Effect of casual vacancies
- Voidness of provisions protecting auditors from liability
- Indemnity for costs of successfully defending proceedings
- Liability limitation agreements
- Terms of liability limitation agreement
- Authorisation of agreement by members of the company
- Effect of liability limitation agreement
- Disclosure of agreement by company
- Minor definitions
- Shares and the nature of shares
- Numbering of shares
- Transferability of shares
- Companies having a share capital
- Issued and allotted share capital
- Called-up share capital
- Equity share capital
- Exercise by directors of power to allot shares etc
- Power of directors to allot shares etc: private company with only one class of shares
- Power of directors to allot shares etc: authorisation by company
- General prohibition of commissions, discounts and allowances
- Permitted commission
- Registration of allotment
- Return of allotment by limited company
- Return of allotment by unlimited company allotting new class of shares
- Offence of failure to make return
- When shares are allotted
- Provisions about allotment not applicable to shares taken on formation
- Meaning of "equity securities" and related expressions
- Existing shareholders' right of pre-emption
- Communication of pre-emption offers to shareholders
- Liability of company and officers in case of contravention
- Exception to pre-emption right: bonus shares
- Exception to pre-emption right: issue for non-cash consideration
- Exceptions to pre-emption right: employees' share schemes
- Exclusion of requirements by private companies
- Exclusion of pre-emption right: articles conferring corresponding right
- Disapplication of pre-emption rights: private company with only one class of shares
- Disapplication of pre-emption rights: directors acting under general authorisation
- Disapplication of pre-emption rights by special resolution
- Liability for false statement in directors' statement
- Disapplication of pre-emption rights: sale of treasury shares
- References to holder of shares in relation to offer
- Saving for other restrictions on offer or allotment
- Provisions about pre-emption not applicable to shares taken on formation
- Public companies: allotment where issue not fully subscribed
- Public companies: effect of irregular allotment where issue not fully subscribed
- Provision for different amounts to be paid on shares
- General rule as to means of payment
- Meaning of payment in cash
- Public companies: shares taken by initial shareholders
- Public companies: must not accept undertaking to do work or perform services
- Public companies: shares must be at least one-quarter paid up
- Public companies: payment by long-term undertaking
- Liability of subsequent holders of shares
- Power of Court to grant relief
- Penalty for contravention of this Chapter
- Enforceability of undertakings to do work etc
- The appropriate rate of interest
- Public company: valuation of non-cash consideration for shares
- Exception to valuation requirement: arrangement with another company
- Exception to valuation requirement: merger or division
- Non-cash consideration for shares: requirements as to valuation and report
- Copy of report to be delivered to Registrar
- Public company: agreement for transfer of non-cash asset in initial period
- Agreement for transfer of non-cash asset: requirement of independent valuation
- Agreement for transfer of non-cash asset: requirements as to valuation and report
- Agreement for transfer of non-cash asset: requirement of approval by members
- Copy of resolution to be delivered to Registrar
- Adaptation of provisions in relation to company re-registering as public
- Agreement for transfer of non-cash asset: effect of contravention
- Liability of subsequent holders of shares
- Power of Court to grant relief
- Penalty for contravention of this Chapter
- Enforceability of undertakings to do work etc
- The appropriate rate of interest
- Alteration of share capital of limited company
- Sub-division or consolidation of shares
- Notice to Registrar of sub-division or consolidation
- Classes of shares
- Variation of class rights: companies having a share capital
- Variation of class rights: companies without a share capital
- Variation of class rights: saving for Court's powers under other provisions
- Right to object to variation: companies having a share capital
- Right to object to variation: companies without a share capital
- Copy of Court order to be forwarded to the Registrar
- Notice of name or other designation of class of shares
- Notice of particulars of variation of rights attached to shares
- Notice of new class of members
- Notice of name or other designation of class of members
- Notice of particulars of variation of class rights
- Circumstances in which a company may reduce its share capital
- Reduction of capital supported by solvency statement
- Solvency statement
- Registration of resolution and supporting documents
- Application to Court for order of confirmation
- Creditors entitled to object to reduction
- Offences in connection with list of creditors
- Court order confirming reduction
- Registration of order and statement of capital
- Public company reducing capital below authorised minimum
- Expedited procedure for re-registration as a private company
- Liability of members following reduction of capital
- Liability to creditor in case of omission from list of creditors
- Treatment of reserve arising from reduction of capital
- Shares no bar to damages against company
- Public companies: duty of directors to call meeting on serious loss of capital
- General rule against limited company acquiring its own shares
- Exceptions to general rule
- Treatment of shares held by nominee
- Liability of others where nominee fails to make payment in respect of shares
- Duty to cancel shares in public company held by or for the company
- Notice of cancellation of shares
- Re-registration as private company in consequence of cancellation
- Issue of certificate of incorporation on re-registration
- Effect of failure to re-register
- Offence in case of failure to cancel shares or re-register
- Application of provisions to company re-registering as public company
- Transfer to reserve on acquisition of shares by public company or nominee
- Public companies: general rule against lien or charge on own shares
- Interests to be disregarded in determining whether company has beneficial interest
- Residual interest under pension scheme or employees' share scheme
- Employer's charges and other rights of recovery
- Rights as personal representative or trustee
- Meaning of "pension scheme"
- Meaning of "financial assistance"
- Assistance for acquisition of shares in public Company
- Assistance by public company for acquisition of shares in its private holding company
- Prohibited financial assistance a contravention of these Regulations
- Unconditional exceptions
- Conditional exceptions
- Definitions for this Chapter
- Power of limited company to issue redeemable shares
- Terms and manner of redemption
- Payment for redeemable shares
- Financing of redemption
- Redeemed shares treated as cancelled
- Notice to Registrar of redemption
- Power of limited company to purchase own shares
- Payment for purchase of own shares
- Financing of purchase of own shares
- Authority for purchase of own shares
- Authority for off-market purchase
- Resolution authorising off-market purchase: exercise of voting rights
- Resolution authorising off-market purchase: disclosure of details of contract
- Variation of contract for off-market purchase
- Resolution authorising variation: exercise of voting rights
- Resolution authorising variation: disclosure of details of variation
- Release of company's rights under contract for off-market purchase
- Authority for market purchase
- Copy of contract or memorandum to be available for inspection
- Enforcement of right to inspect copy or memorandum
- No assignment of company's right to purchase own shares
- Payments apart from purchase price to be made out of distributable profits
- Treatment of shares purchased
- Return to Registrar of purchase of own shares
- Notice to Registrar of cancellation of shares
- Power of private limited company to redeem or purchase own shares out of capital
- The permissible capital payment
- Available profits
- Determination of available profits
- Requirements for payment out of capital
- Directors' statement
- Directors' statement: offence if no reasonable grounds for opinion
- Payment to be approved by special resolution
- Resolution authorising payment: exercise of voting rights
- Resolution authorising payment: disclosure of directors' statement
- Notice of proposed payment
- Directors' statement to be available for inspection
- Application to Court to cancel resolution
- Notice to Registrar of Court application or order
- When payment out of capital to be made
- Treasury shares
- Treasury shares: exercise of rights
- Treasury shares: disposal
- Treasury shares: notice of disposal
- Treasury shares: cancellation
- Treasury shares: notice of cancellation
- Treasury shares: treatment of proceeds of sale
- Treasury shares: offences
- The capital redemption reserve
- Accounting consequences of payment out of capital
- Effect of company's failure to redeem or purchase
- Meaning of "distributable profits"
- Meaning of "debenture"
- Perpetual debentures
- Enforcement of contract to subscribe for debentures
- Registration of allotment of debentures
- Register of debenture holders
- Register of debenture holders: right to inspect and require copy
- Register of debenture holders: response to request for inspection or copy
- Register of debenture holders: refusal of inspection or default in providing copy
- Time limit for claims arising from entry in register
- Right of debenture holder to copy of deed
- Liability of trustees of debentures
- Power to re-issue redeemed debentures
- Deposit of debentures to secure advances
- Priorities where debentures secured by floating charge
- Prohibition of public offers by private company
- Meaning of "offer to the public"
- Enforcement of prohibition: order restraining proposed contravention
- Enforcement of prohibition: orders available to the Court after contravention
- Enforcement of prohibition: remedial order
- Validity of allotment etc not affected
- Public company: requirement as to minimum share capital
- Procedure for obtaining certificate
- The authorised minimum
- Power to alter authorised minimum
- Authorised minimum: application of initial requirement
- Authorised minimum: application where shares denominated in different currencies etc
- Consequences of doing business etc without a trading certificate
- Share certificate to be evidence of title
- Duty of company as to issue of certificates etc on allotment
- Registration of transfer
- Procedure on transfer being lodged
- Transfer of shares on application of transferor
- Execution of share transfer by personal representative
- Evidence of grant of probate etc
- Certification of instrument of transfer
- Duty of company as to issue of certificates etc on transfer
- Issue of certificates etc: allotment or transfer to financial institution
- Issue of certificates etc: Court order to make good default
- Scope of this Chapter
- Provision enabling procedures for evidencing and transferring title
- Provision enabling or requiring arrangements to be adopted
- Provision enabling or requiring arrangements to be adopted: order-making powers
- Provision that may be included in rules
- Resolutions to be forwarded to Registrar
- Companies to which this Part applies
- Shares to which this Part applies
- Notice by company requiring information about interests in its shares
- Notice requiring information: order imposing restrictions on shares
- Notice requiring information: offences
- Notice requiring information: persons exempted from obligation to comply
- Consequences of order imposing restrictions
- Penalty for attempted evasion of restrictions
- Relaxation of restrictions
- Removal of restrictions
- Order for sale of shares
- Application of proceeds of sale under Court order
- Power of members to require company to act
- Duty of company to comply with requirement
- Report to members on outcome of investigation
- Report to members: offences
- Right to inspect and request copy of reports
- Register of interests disclosed
- Register to be kept available for inspection
- Associated index
- Rights to inspect and require copy of entries
- Court supervision of purpose for which rights may be exercised
- Register of interests disclosed: refusal of inspection or default in providing copy
- Entries not to be removed from register
- Removal of entries from register: old entries
- Removal of entries from register: incorrect entry relating to third party
- Adjustment of entry relating to share acquisition agreement
- Duty of company ceasing to be public company
- Interest in shares: general
- Interest in shares: right to subscribe for shares
- Interest in shares: family interests
- Interest in shares: corporate interests
- Interest in shares: agreement to acquire interests in a particular company
- Extent of obligation in case of share acquisition agreement
- Information protected from wider disclosure
- Reckoning of periods for fulfilling obligations
- Meaning of "distribution"
- Distributions to be made only out of profits available for the purpose
- Net asset restriction on distributions by public companies
- Justification of distribution by reference to relevant accounts
- Requirements where last annual accounts used
- Requirements where interim accounts used
- Requirements where initial accounts used
- Successive distributions etc by reference to the same accounts
- Realised losses and profits and revaluation of fixed assets
- Determination of profit or loss in respect of asset where records incomplete
- Treatment of development costs
- Distributions in kind: determination of amount
- Distributions in kind: treatment of unrealised profits
- Consequences of unlawful distribution
- Restriction on application of unrealised profits
- Application of rules of law restricting distributions
- Saving for other restrictions on distributions
- Minor definitions
- Duty to deliver annual returns
- Contents of annual return: general
- Required particulars of directors and secretaries
- Contents of annual return: information about shares and share capital
- Contents of annual return: information about shareholders
- Failure to deliver annual return
- Charges created by a company
- Charge in series of debentures
- Charges existing on property or undertaking acquired
- Particulars to be delivered to Registrar
- Date of creation of charge
- Extension of period allowed for delivery
- Personal information etc in certified copies
- Consequence of failure to deliver charges
- Entries on the register
- Registration of enforcement of security
- Entries of satisfaction and release
- Rectification of register
- Replacement of instrument or debenture
- Companies to keep copies of instruments creating and amending charges
- Instruments creating charges to be available for inspection
- Notice of matters disclosed on the register
- Power to make provision for effect of registration in special register
- Application of this part
- Court order for holding of meeting
- Statement to be circulated or made available
- Duty of directors and trustees to provide information
- Court sanction for compromise or arrangement
- Powers of Court to facilitate reconstruction or amalgamation or merger or division
- Obligations of company with respect to articles etc
- Application of this Part
- Relationship of this Part to Part 25
- Mergers and merging companies
- Draft terms of scheme (merger)
- Publication of draft terms by Registrar (merger)
- Publication of draft terms on company website (merger)
- Approval of members of merging companies
- Directors' or equivalent office holders' explanatory report (merger)
- Expert's report (merger)
- Supplementary accounting statement (merger)
- Inspection of documents (merger)
- Publication of documents on merging company website (merger)
- Report on material changes of assets of merging companies
- Approval of articles of the surviving company (merger by consolidation)
- Protection of holders of securities to which special rights attached (merger)
- No issue of shares to merging companies or surviving company (merger)
- Circumstances in which certain particulars and reports not required (merger)
- Other circumstances in which reports and inspection not required (merger)
- Circumstances in which meeting of members of surviving company not required (merger)
- Circumstances in which no meetings required (merger)
- Other circumstances in which meeting of members of surviving company not required (merger)
- Agreement to dispense with reports etc (merger)
- Divisions and companies involved in a division
- Draft terms of scheme (division)
- Publication of draft terms by Registrar (division)
- Publication of draft terms on company website (division)
- Approval of members of companies involved in the division
- Directors' explanatory report (division)
- Expert's report (division)
- Supplementary accounting statement (division)
- Inspection of documents (division)
- Publication of documents on company website (division)
- Report on material changes of assets of transferor company (division)
- Approval of articles of new transferee company (division)
- Protection of holders of securities to which special rights attached (division)
- No allotment of shares to transferor company or to transferee company (division)
- Circumstances in which meeting of members of transferor company not required (division)
- Circumstances in which meeting of members of transferee company not required (division)
- Agreement to dispense with reports etc (division)
- Certain requirements excluded where shareholders given proportional rights (division)
- Power of Court to exclude certain requirements (division)
- Expert's report: valuation by another person
- Experts and valuers: independence requirement
- Experts and valuers: meaning of "associate"
- Court to fix date of merger or for transfer of undertaking etc of transferor company
- Liability of transferee companies for each other’s defaults
- Disregard of website failures beyond control of company
- Meaning of "liabilities" and "property"
- Fraudulent trading
- Petition by company member
- Petition by the Board
- Powers of the Court under this Part
- Application of general rule-making powers
- Copy of order affecting company's constitution to be delivered to Registrar
- Supplementary provisions where company's constitution altered
- Power to strike off company not carrying on business or in operation
- Duty to act in case of company being wound up
- Supplementary provisions as to service of communication or notice
- Striking off on application by company
- Circumstances in which application not to be made: activities of company
- Circumstances in which application not to be made: other proceedings not concluded
- Copy of application to be given to members, employees, etc.
- Copy of application to be given to new members, employees, etc.
- Copy of application: provisions as to service of documents
- Circumstances in which application to be withdrawn
- Withdrawal of application
- Meaning of "creditor"
- Property of a dissolved company
- Board disclaimer of property vesting as bona vacantia
- Effect of Board disclaimer
- General effect of disclaimer
- Disclaimer of leasehold property
- Power of Court to make vesting order
- Application for administrative restoration to the register
- Requirements for administrative restoration
- Application to be accompanied by statement of compliance
- Registrar's decision on application for administrative restoration
- Effect of administrative restoration
- Application to Court for restoration to the register
- When application to the Court may be made
- Decision on application for restoration by the Court
- Effect of Court order for restoration to the register
- Company's name on restoration
- Effect of restoration to the register where property has vested as bona vacantia
- Investigation of a company on its own application or that of its members
- Other company investigations.
- Inspectors' powers during investigation.
- Production of documents and evidence to inspectors.
- Obstruction of inspectors treated as contempt of Court
- Inspectors' reports
- Expenses of investigating a company's affairs
- Inspectors' report to be evidence
- Power to investigate company ownership
- Provisions applicable on investigation under section 901
- Power to obtain information as to those interested in shares, etc.
- Power to impose restrictions on shares and debentures
- General powers to give directions
- Direction to terminate investigation
- Resignation and revocation of appointment
- Appointment of replacement inspectors
- Obtaining information from former inspectors etc.
- Registrar's power to require production of documents
- Protection in relation to certain disclosures: information provided to Registrar
- Provision for security of information obtained
- Punishment for destroying, mutilating etc. company documents
- Punishment for furnishing false information
- Disclosure of information by Board or inspector
- Privileged information.
- Investigation of non-Abu Dhabi Global Market companies
- Power to enter and remain on premises
- Power to enter and remain on premises: procedural
- Failure to comply with certain requirements
- Contraventions by bodies corporate
- Consequence of order imposing restrictions
- Punishment for attempted evasion of restrictions.
- Relaxation and removal of restrictions.
- Further provisions on sale by Court order of restricted shares
- Request for assistance by non-Abu Dhabi Global Market regulatory authority
- Power to require information, documents or other assistance.
- Exercise of powers by officer, etc.
- Penalty for failure to comply with requirement, etc.
- Restrictions on disclosure of information
- Exceptions from restrictions on disclosure
- Contraventions by bodies corporate, partnerships and unincorporated associations
- Jurisdiction and procedure in respect of contraventions
- Scheme of this Part
- The Registrar
- The Registrar's functions
- The Registrar's official seal
- Fees payable to Registrar
- Public notice of issue of certificate of incorporation
- Right to certificate of incorporation
- Company's registered numbers
- Registrar's requirements as to form, authentication and manner of delivery
- Power to require delivery by electronic means
- Agreement for delivery by electronic means
- Document not delivered until received
- Requirements for proper delivery
- Power to accept documents not meeting requirements for proper delivery
- Documents containing unnecessary material
- Informal correction of document
- Replacement of document not meeting requirements for proper delivery
- Public notice of receipt of certain documents
- Documents subject to enhanced disclosure requirements
- Effect of failure to give public notice
- The register
- Annotation of the register
- Allocation of unique identifiers
- Preservation of original documents
- Records relating to companies that have been dissolved etc
- Inspection of the register
- Right to copy of material on the register
- Material not available for public inspection
- Application to Registrar to make address unavailable for public inspection
- Form of application for inspection or copy
- Form and manner in which copies to be provided
- Certification of copies as accurate
- Issue of process for production of records kept by the Registrar
- Provision of information to public authorities etc.
- Registrar's notice to resolve inconsistency on the register
- Administrative removal of material from the register
- Rectification of register on application to Registrar
- Rectification of the register under Court order
- Powers of Court on ordering removal of material from the register
- Public notice of removal of certain material from the register
- The Registrar's register of company names
- Right to inspect register
- Application of language requirements
- Documents to be drawn up and delivered in English
- Documents that may be drawn up and delivered in other languages
- Certified translations
- Transliteration of names and addresses: permitted characters
- Transliteration of names and addresses: voluntary transliteration into Roman characters
- Transliteration of names and addresses: certification
- Registrar's requirements as to certification or verification
- General false statement contravention
- Enforcement of company's filing obligations
- Application of provisions about documents and delivery
- Supplementary provisions relating to electronic communications
- Alternative to publication on website
- Registrar's rules
- Liability of officer in default
- Liability of company as officer in default
- Fines
- Legal professional privilege
- Meaning of "company records"
- Form of company records
- Rules about where certain company records to be kept available for inspection
- Regulations about inspection of records and provision of copies
- Duty to take precautions against falsification
- Service of documents on company
Primary sources
Everything on this page comes from these two. Links go to the issuing legislator.
Acting on Companies Regulations 2015
This page is a record, not advice. If companies regulations 2015 bears on a matter you are dealing with, speak to us about the facts.