ADGM Companies Regulations 2020 (consolidated July 2020)chapter by chapter

Companies Regs s 3(3)-(9)Formation: restricted scope company

A private company can register as a restricted scope company under specific ownership conditions, as determined by the Registrar.

Companies Regs s 28Constitution: change of objects

Companies must notify the Registrar of any changes to their objects in the articles for the amendment to be effective.

Companies Regs s 31Constitution: order altering constitution

Companies must notify the Registrar within 14 days after a Court alters their constitution, providing a copy of the order and amendments made.

Companies Regs s 37Transactions involving directors beyond their powers

Transactions involving directors can be voidable if not executed in good faith; accountable parties must indemnify the company for any losses.

Companies Regs s 225Directors: ratification

Members can ratify a director's negligence or breach only through a resolution, excluding certain connected members from voting.

Companies Regs s 271Directors: employee provision on cessation

Directors may provide employee benefits upon business cessation if sanctioned by a resolution, excluding payments to directors or shadow directors.

Companies Regs s 366Electronic meetings

Companies may hold electronic meetings as long as they ensure necessary identification and security for attendance and voting.

Companies Regs s 436Directors' liability for misleading directors' reports

Directors are liable for losses resulting from misleading or untrue statements in directors' reports if they were aware of inaccuracies or omissions.

Companies Regs s 442Accounts in other currencies

Annual accounts must present amounts in US dollars and may include another currency, with disclosed exchange rates.

Companies Regs s 448Members' right to require an audit

Members holding at least 10% of shares may require an audit for a financial year by notice given no later than one month before it ends.

Companies Regs s 464Auditor remuneration

Members or directors set auditor remuneration, fixed by ordinary resolution when appointed by members or directors, or by the Registrar if appointed by them.

Companies Regs s 473Auditor's rights at meetings and written resolutions

Companies must send auditors all communications regarding proposed resolutions and allow them to attend and be heard at general meetings.

Companies Regs s 577Notice of share class names

A company must notify the Registrar of any changes to share class names within one month, with penalties for non-compliance.

Companies Regs s 597Public company: serious loss of capital

Directors must convene a general meeting if a public company's net assets fall to half or less of its share capital.

Companies Regs s 610Public company: charges on own shares

Charges on a public company's own shares are generally void, except for certain circumstances concerning partly paid shares or pre-registration charges.

Companies Regs s 681Debentures: allotment registration

Companies must register debenture allotments as soon as practicable and within two months, facing fines for delay.

Companies Regs s 689Trustees of debentures: liability

Trustee exemptions for breach of trust in debenture contracts are void unless agreed by 75% of holders present at a meeting.

Companies Regs s 692Floating-charge debentures: preferential debts

Debenture holders with floating charges must pay preferential debts from assets before settling principal and interest in non-winding situations.

Companies Regs s 793Receivers and managers: notice to Registrar

Receivers or managers must notify the Registrar within 14 days of their appointment or cessation, referencing the corresponding charge.

Companies Regs s 857Fraudulent trading

Persons knowingly participating in fraudulent trading of a company's business may face penalties, including fines, regardless of the company's winding-up status.

Companies Regs s 941Change of registered number

If the Registrar changes a company's registered number, the company can use either the old or new number for three years post-notification.

Companies Regs s 968Registrar notice to resolve inconsistency on the register

The Registrar can issue a notice for document inconsistencies, requiring rectification within 14 days, with fines applicable for non-compliance.

Companies Regs Sch 5 paras 8-14Communicating with members by website

Companies may communicate with members via website only under agreed conditions and must ensure accessibility and notification of documents.

Companies Regs ss 5-14Formation: registration application

Companies must apply to the Registrar to form by providing required documents, including details of officers and compliance with applicable licensing regulations.

Companies Regs ss 16, 19-22, 24-25Constitution: articles and amendments

A company must maintain its articles in a single document and may amend them by special resolution, requiring notification to the Registrar and compliance with particular constraints.

Companies Regs ss 26-27Constitution: resolutions affecting the constitution

Companies must send a copy of all special resolutions to the Registrar within 14 days after they are passed, with liquidators treated as officers.

Companies Regs ss 29, 32Constitution: documents to members

Upon a member's request, the company must provide updated constitutional documents, including articles, resolutions, and incorporation certificates.

Companies Regs ss 38-44Execution of documents and seal

A company executes documents by common seal or signatures from two authorized signatories, ensuring compliance for deeds.

Companies Regs ss 47-55Company name: reservation, suffix and restrictions

Company name applications require reservation, and names suggesting government connections or offensive wording are subject to refusal by the Registrar.

Companies Regs ss 56-64Company name: Registrar directions and objections

The Registrar can direct companies to change names similar to existing ones within 12 months, with penalties for non-compliance.

Companies Regs ss 65-69Company name: change of name

A company must notify the Registrar of a name change via special resolution, effective upon issuance of a new certificate.

Companies Regs ss 70-72Company name: trading disclosure

Companies must display specified information, including the company name, and may face contract dismissal if disclosure rules are breached.

Companies Regs ss 74-75Registered office

A company must maintain a registered office in the ADGM for communication and can change the address by notifying the Registrar, which takes effect upon registration.

Companies Regs ss 76-99Re-registration: status change

Companies must follow specific procedures and resolutions to change their registration status, ensuring compliance with minimum capital and documentation requirements.

Companies Regs ss 82-83, 98Re-registration: Court challenge to resolution

Shareholders holding 5% can challenge a special resolution for re-registration to the Court within one month, with notifications required.

Companies Regs ss 100-107Continuance into the ADGM

Foreign bodies may apply for continuance as ADGM companies if authorized by home law and not subject to insolvency or winding-up proceedings.

Companies Regs ss 108-113Continuance out of the ADGM

An ADGM company wishing to continue in another jurisdiction must pass a special resolution and notify creditors before applying for authorization.

Companies Regs ss 114, 116Continuance: statement of solvency

Directors must sign a statement of solvency confirming the company's ability to meet liabilities for the next 12 months before continuance applications in the ADGM.

Companies Regs ss 117-120, 126-132Register of members

Companies must maintain a register of members and provide access for inspection; updates are required within 14 days for changes.

Companies Regs ss 121-125Register of members: inspection and copies

Members can inspect the register of members free of charge; other persons may access it for a fee, providing their identity and purpose.

Companies Regs ss 133-140Subsidiary not to be a member of its holding company

A body corporate cannot be a member of its holding company, and share transfers to a subsidiary are void unless specific conditions are met.

Companies Regs ss 141-143Exercise of members' rights held for others

Members holding shares for others must notify the company of their voting intentions; otherwise, uniform voting is assumed for all rights exercised.

Companies Regs ss 144-152Directors: number, eligibility and appointment

Private companies must have at least one director and public companies at least two, with specific age and appointment rules to follow.

Companies Regs ss 153-157Directors: registers and notice of changes

Companies must maintain a register of directors with prescribed details and notify the Registrar of changes within 14 days.

Companies Regs ss 158-159Directors: removal

A company can remove a director through an ordinary resolution, providing the director notice and rights to be heard at the meeting.

Companies Regs ss 160-170Directors: general duties

Directors must act within company powers, promote overall success, avoid conflicts of interest, and adhere to duties which continue after leaving office.

Companies Regs ss 167, 171-176Directors: declaration of interests

Directors must declare their interests in transactions prior to company agreement and update disclosures if inaccuracies arise; failure incurs fines.

Companies Regs ss 177-190Directors: transactions needing members' approval

Directors' service contracts over two years require member resolution; non-cash arrangements or loans to directors also require member approval.

Companies Regs ss 203-213Directors: loss-of-office payments

Companies must obtain members' approval for compensation to directors for loss of office, with exceptions for legal obligations and certain thresholds.

Companies Regs ss 214-218Directors: service contracts and sole-member contracts

Companies must keep director service contracts accessible for inspection and notify the Registrar of changes, with fines applicable for contraventions.

Companies Regs ss 219-222Directors: indemnity and insurance

Directors cannot be indemnified for certain liabilities, but companies may provide insurance and qualifying third-party indemnities.

Companies Regs ss 223-224Directors: qualifying indemnity records

Companies must maintain and make accessible records of indemnity provisions for directors and notify the Registrar of any changes.

Companies Regs ss 226-232Directors: residential address protection

Companies must protect directors' residential addresses from disclosure, except under specific circumstances, with fines for non-compliance.

Companies Regs ss 233-246, 261Directors: disqualification

The Registrar can disqualify directors for severe breaches, and disqualification periods vary based on the nature of the offense.

Companies Regs ss 247-258Directors: Registrar disqualification process

The Registrar provides a warning before disqualifying a director, allowing for representations and appeals.

Companies Regs ss 272-273Directors: minutes of meetings

Companies must keep minutes of directors' meetings for ten years, authenticated by the chairman, with fines for failure.

Companies Regs ss 282-286Derivative claims (member rights)

Members holding at least 5% of share capital may bring derivative claims only under specific regulations or with Court permission for director misconduct.

Companies Regs ss 287-296Company secretary

Public companies must appoint a secretary and notify the Registrar of any changes within 14 days, or risk fines, ensuring the secretary is well-qualified.

Companies Regs ss 297-304Resolutions: type and passing

Private companies can pass resolutions through written consent or meetings; public companies require meetings and must specify resolution type.

Companies Regs ss 305-317Written resolutions

Directors proposing written resolutions must send details to eligible members, who can also request the circulation of their own proposals.

Companies Regs ss 318-330General meetings: calling and notice

Members holding 5% of voting capital can request a general meeting, which directors must call within 21 days or face member-led action.

Companies Regs ss 331-334, 342-352General meetings: circulating members' statements and proxies

Members holding at least 5% voting rights may request the company to circulate a statement ahead of general meetings, with deadlines and proxy rights outlined.

Companies Regs ss 335-341General meetings: conduct

General meetings require a quorum of one person for single-member companies or two for others; articles must allow poll demands under specified conditions.

Companies Regs ss 353-354Class meetings: variation of class rights

Class meetings follow general meeting rules, requiring a quorum of two members holding one-third of class shares for variations in class rights.

Companies Regs ss 355-359, 365Public companies: annual general meeting

Public companies must hold an AGM within six months post-accounting reference date and notify members at least 21 days in advance, with fines for non-compliance.

Companies Regs ss 360-364Records of resolutions and meetings

Companies must keep resolutions, meeting minutes, and sole member decisions for ten years, available for member inspection, or face fines for non-compliance.

Companies Regs ss 367-374Accounts: size tests and regimes

Companies qualify as small or micro-entities based on turnover and employee numbers, with specific exclusions for public interest entities and certain financial institutions.

Companies Regs ss 375-378Accounts: accounting records

Companies must maintain accurate accounting records for transparency and compliance, kept available for review, with preservation required for ten years.

Companies Regs ss 379-381Accounts: financial year and reference date

Companies must align financial years for subsidiaries, set accounting periods, and notify any changes to their accounting reference date.

Companies Regs ss 382-390Accounts: preparation and approval

Directors must prepare individual accounts each financial year in accordance with international accounting standards, ensuring fair representation before approval.

Companies Regs ss 390-392Accounts: group accounts exemption and consistency

A wholly-owned subsidiary is exempt from preparing group accounts unless certain conditions are met, ensuring compliance with financial reporting frameworks among subsidiaries.

Companies Regs ss 393-399Accounts: notes and director disclosures

Companies must disclose significant off-balance-sheet arrangements and director remuneration details in their accounts, with penalties for non-compliance.

Companies Regs ss 400-404Directors' report

Company directors must prepare an annual directors' report, including dividends and audit confirmations, with penalties for non-compliance.

Companies Regs ss 405-412Accounts: circulation and publication

Companies must send annual accounts to members and maintain proper publication standards, with penalties for non-compliance.

Companies Regs ss 413-414Public companies: laying accounts at a general meeting

Directors of a public company must lay annual accounts and reports before a general meeting by the end of the filing period, or face a fine unless they ensured compliance.

Companies Regs ss 415-423Accounts: filing with the Registrar

Directors must file company accounts with the Registrar within specified periods based on company type, with extensions possible but not beyond certain limits.

Companies Regs ss 423-425Accounts filing: dormant subsidiary exemption

Dormant subsidiaries may avoid individual account filing if conditions are met, including parent company guarantees and member agreements.

Companies Regs ss 425, 454Parent guarantee for subsidiary exemptions

A parent guarantees a subsidiary's liabilities by submitting a statement to the Registrar, which is enforceable by creditors.

Companies Regs ss 426-427Accounts filing default: contravention and Court order

Directors are responsible for filing accounts, facing fines if they do not comply unless they prove reasonable efforts to file on time.

Companies Regs ss 428-431Defective accounts: Registrar notice and revision

Directors must revise non-compliant accounts upon notice from the Registrar and bear costs unless proven reasonable efforts were made to prevent approval.

Companies Regs ss 432-434Authorised person document requests on accounts

Authorized persons can request company documents to assess defective accounts, with penalties for non-compliance and strict confidentiality obligations.

Companies Regs ss 447, 449-456Audit: requirement and exemption statements

Companies must audit annual accounts unless exempt and must declare exemptions on balance sheets; specific rules apply to small companies and subsidiaries.

Companies Regs ss 457-460Auditor appointment: private company

Private companies must appoint auditors annually unless justified otherwise, and must notify the Registrar of any missed appointments.

Companies Regs ss 461-463Auditor appointment: public company

Public companies must appoint an auditor annually before the accounts meeting, or notify the Registrar if they fail.

Companies Regs ss 467-469, 474-475Auditor's report: content and duties

Auditors must report on annual accounts, ensuring they are correctly presented and compliant, while investigating accounting records and noting any discrepancies.

Companies Regs ss 470-472Auditor's access to information

Auditors have the right to access company records and require information from employees, with penalties for false statements or non-compliance.

Companies Regs ss 476-478Names in published auditor's reports

Auditor's reports must state the auditors' names unless there's a serious risk of violence; failing results in fines.

Companies Regs ss 479-482Removal of auditor

Members may remove an auditor at any time with proper notice, and the company must notify the Registrar within 14 days post-removal.

Companies Regs ss 483-484Replacing an outgoing auditor: special procedures

To replace an outgoing auditor, companies must follow special procedures, including notifying both outgoing and proposed auditors and allowing time for representations.

Companies Regs ss 485-487Resignation of auditor

An auditor resigns by submitting written notice; the company must notify the Registrar within 14 days or face fines.

Companies Regs ss 488-490Statement of circumstances on ceasing to be auditor

Auditors must submit a statement upon ceasing office regarding circumstances to the registered office and notify members or apply to the Court if necessary.

Companies Regs ss 491-492Auditor ceasing office: notice to audit authority and Registrar

Auditors must notify the appropriate audit authority and the Registrar when ceasing office, providing statements as required, or face fines.

Companies Regs ss 493-499Auditor liability: void protections and limitation agreements

Auditor liability exemption provisions are void unless limited liability agreements are properly authorized and disclosed as per regulations.

Companies Regs ss 508-510Share allotment: authority and fines

Directors can only allot shares after securing necessary authorizations unless specific criteria are met, with fines for breaches.

Companies Regs ss 511-512Share issue: commissions and discounts

A company cannot pay commissions on shares unless authorized by articles and not exceeding specified limits.

Companies Regs ss 513-516Share allotment: registration and returns

Companies must register share allotments within two months, providing prescribed information to the Registrar or face fines for defaults.

Companies Regs ss 520-522, 533Pre-emption on allotment of equity securities

Companies must offer existing ordinary shareholders a pro rata share in any new equity securities to comply with pre-emption rights before allotting shares.

Companies Regs ss 528-532Pre-emption disapplication by special resolution

A private company may modify pre-emption rights through directors' recommendations or special resolutions, with consequences for false statements.

Companies Regs ss 536-537Public company: allotment where issue not fully subscribed

Public companies can't allot shares unless fully subscribed or specific conditions are met, otherwise directors may be liable for repayments.

Companies Regs ss 541-549Public company share payment rules

Public companies must ensure shares are fully paid in cash upon issuance, with strict regulations against accepting non-cash payments, subject to fines for violations.

Companies Regs ss 550-554Public company: independent valuation of non-cash consideration

Public companies must obtain an independent valuation for non-cash share allotments and submit the report to the Registrar alongside the allotment return.

Companies Regs ss 555-562Public company: non-cash asset transfers in initial period

Public companies must obtain independent valuations for significant non-cash asset transfers and notify the Registrar post-approval of such agreements.

Companies Regs ss 567-569Alteration of share capital: sub-division and consolidation

Limited companies may alter share capital through specific methods and must notify the Registrar about affected shares within one month, incurring fines for non-compliance.

Companies Regs ss 571-576Variation of class rights

Class rights can only be varied with consent from three-quarters of class members or through special resolutions, with potential Court review.

Companies Regs ss 578-581Variation of rights: notices (shares and members)

Companies must notify the Registrar of any changes to share rights or class designations within one month to avoid fines.

Companies Regs ss 582-585Capital reduction by solvency statement

A private company can reduce capital by special resolution with a solvency statement, ensuring debts can be paid, and must deliver documentation to the Registrar within 14 days.

Companies Regs ss 586-592Capital reduction confirmed by the Court

Companies may apply to the Court for capital reduction; creditor consent is needed, and misrepresentation results in penalties for officers.

Companies Regs ss 598-601Limited company acquiring own shares

Limited companies cannot acquire their own shares except as permitted, with violations resulting in void acquisitions and potential fines.

Companies Regs ss 602-609Public company: cancelling shares held by or for the company

Public companies must cancel shares acquired through forfeiture or illegal means within specified periods and notify the Registrar post-cancellation.

Companies Regs ss 616-622Financial assistance for share acquisition

Public companies must not provide financial assistance for share acquisitions, with exceptions including lawful dividends and certain employee schemes.

Companies Regs ss 623-628Redeemable shares

Limited companies may issue redeemable shares with specific authorizations and must notify the Registrar post-redemption.

Companies Regs ss 629-641Purchase of own shares: payment, financing and authority

Limited companies may purchase their own shares if articles allow, remaining shares are non-redeemable, and all payments are made fully at purchase.

Companies Regs ss 642-648Purchase of own shares: records and returns

Companies are required to retain approved purchase contracts for shares for ten years and notify the Registrar of changes in their location.

Companies Regs ss 649-656Redemption or purchase out of capital: conditions

Private companies can purchase shares out of capital if they meet prescribed conditions, including approval from members and a directors' statement.

Companies Regs ss 657-660Payment out of capital: notice, filing and inspection

Companies must notify members of a capital payment resolution, publish a notice in a UAE English newspaper, and file the directors' statement with the Registrar timely.

Companies Regs ss 661-662Employee share scheme purchase out of capital: solvency statement route

A private company can purchase its shares for an employee scheme using a solvency statement, filing necessary documentation with the Registrar afterward.

Companies Regs ss 663-665Payment out of capital: Court challenge and timing

Members and creditors may apply to the Court within five weeks to cancel a resolution, with the company notifying the Registrar immediately upon being served.

Companies Regs ss 666-673Treasury shares

Companies can hold treasury shares bought from profits, cannot exercise rights on them, and must report disposals and cancellations to the Registrar.

Companies Regs ss 674-675Capital redemption reserve

When shares are redeemed or purchased from profits, the amount reducing the share capital is transferred to the capital redemption reserve for future use.

Companies Regs ss 682-686, 688Register of debenture holders: location, inspection and copies

Companies must keep the register of debenture holders accessible at their registered office, and allow access for registered holders and others upon request.

Companies Regs ss 693-697Private companies: no public offers

Private companies cannot offer securities to the public; exceptions apply for internal offers, with penalties and court intervention for breaches.

Companies Regs ss 699-705Public company: trading certificate and minimum capital

Public companies cannot conduct business until receiving a trading certificate, which requires minimum share capital and compliance with application criteria.

Companies Regs ss 706-716Share and debenture certificates and transfers

Companies must deliver share and debenture certificates within two months of allotment and transfers within two months of lodgement; fines apply for failure.

Companies Regs ss 723-728, 735-736Public company: notice requiring information about share interests

Public companies can serve notice to individuals regarding share interests, requiring compliance under penalty of fines for false information.

Companies Regs ss 737-739Share interests investigation: reports

Companies must prepare and make available an investigation report to members within 15 days and keep it for at least six years, with penalties for defaults.

Companies Regs ss 740-743Register of interests disclosed

Public companies must maintain a register of disclosed interests, updating within three days and allowing public access, with associated fines for delays.

Companies Regs ss 744-751Register of interests: requests, entries and retention

Companies must allow registered interest inspection requests for proper purposes, with penalties for refusing or making false requests, retaining information for six years.

Companies Regs ss 760-762Distributions: profits and net asset tests

Companies may only distribute profits from realized and uncapitalized accumulated profits without reducing net assets below legal thresholds.

Companies Regs ss 763-767Distributions: relevant accounts

Companies must determine the lawfulness of distributions based on the most recent properly prepared and audited accounts; if not, interim or initial accounts apply.

Companies Regs ss 768-777Distributions in kind and unlawful distributions

Members must repay unlawful distributions, and a company cannot use unrealised profits to settle financial obligations.

Companies Regs ss 778-783Confirmation statement

Companies must submit a confirmation statement annually to the Registrar with company details and member information, facing fines for late delivery.

Companies Regs ss 784-792Registration of company charges

Companies must file a charge statement with the Registrar within 21 days of creation to avoid it becoming void against creditors.

Companies Regs ss 794-796Charges: satisfaction, release and rectification

Individuals can submit satisfaction statements for registered charges to the Registrar, who will enter the updates or rectify errors as ordered by the Court.

Companies Regs ss 797-799Charges: company copies and inspection

Companies must keep a copy of all registrable charges and their variations for inspection at their registered office, open to creditors and members.

Companies Regs ss 801-804Arrangements: explanatory statement and director duty

Meetings about compromises must include an explanatory statement detailing directors' interests; defaults incur penalties unless due to non-compliance by directors.

Companies Regs ss 805-807Arrangements: Court sanction and orders

The Court can sanction arrangements agreed by creditors, which bind all parties upon delivery of the order to the Registrar.

Companies Regs ss 808-813Merger: eligibility, draft terms and publication

Merger schemes must involve an ADGM company, comply with jurisdiction rules, and include publicly accessible draft terms before approval.

Companies Regs ss 814-823Merger: approval, reports and inspection

Merger schemes require 75% member approval, explanatory reports, expert evaluations, and documents made available for member inspection.

Companies Regs ss 824-829Merger: simplified procedures for parent-subsidiary absorption

Simplified merger procedures apply when the surviving company holds all or 90% of the absorbed companies' securities, omitting certain reports under specific conditions.

Companies Regs ss 830-834, 841-843Division: draft terms, approval and publication

Companies must adopt draft terms for division, detailing share allocation and responsibilities, and obtain 75% approval before proceeding.

Companies Regs ss 835-840Division: reports and inspection

Directors must adopt a report detailing the terms of share exchange, allowing members to inspect documents related to the exchange prior to meetings.

Companies Regs ss 844-848Division: when member meetings are not required

Member meetings are not required for company transfers if voting securities are fully held or notice was published and consented to by members.

Companies Regs ss 849-856Merger and division: expert independence, Court date and transferee liability

An independent expert for mergers must not be affiliated with companies involved and the Court sets the merger date with transferee liabilities unless creditor consent is obtained.

Companies Regs ss 858-863Unfair prejudice petitions and Court orders

A member may petition the Court for unfair prejudice if company affairs are detrimental, with the Court able to regulate conduct or order purchases of shares, requiring filings.

Companies Regs ss 893-909, 916-917Investigations: duty to assist inspectors

Present and past officers must assist inspectors appointed by the Registrar by providing documents and attending inquiries, under penalty of contempt.

Companies Regs ss 903, 910-914, 918-921Investigations: Registrar document requisitions, ownership information and site access

The Registrar can request ownership information and documents from companies, imposing fines for non-compliance or false statements.

Companies Regs ss 904, 922-925Shares subject to restrictions orders (Registrar or Court)

Transfers or issues of shares under restriction orders are void, preventing voting and further share issues, with penalties for contravention.

Companies Regs ss 926-933Assistance to overseas regulators: duty to comply with Registrar requirements

Individuals must comply with Registrar requests when assisting overseas authorities, with fines for non-compliance or providing false information.

Companies Regs ss 942-950Documents delivered to the Registrar: proper delivery

Documents delivered to the Registrar must meet all legal requirements to be considered properly delivered; otherwise, they may be rejected.

Companies Regs ss 951-953Public notice of filings: reliance on events

The Registrar publishes notices of significant company documents, with reliance on changes only permissible upon official notification or proof of knowledge.

Companies Regs ss 976-983Language, translation and transliteration of filings

Documents to the Registrar must be in English, with certain exceptions requiring certified translations; names must use permitted characters.

Companies Regs ss 984-985, 990-993False statements to the Registrar and enforcement of filing obligations

Making false statements to the Registrar or failing to deliver documents can lead to penalties and compliance orders under the ADGM Companies Regulations.

Companies Regs ss 994-998Company records: form, falsification precautions and inspection

Companies must maintain records in an accessible format, safeguard against falsification, and ensure records required for inspection are available at specified locations.

Companies Regs ss 1003-1007Communications to members and debenture holders

Members can request hard copies of documents, which companies must send within 21 days; electronic communications are deemed received after 48 hours.

Companies Regs ss 1009-1013Independent valuer: full disclosure and false statements

Public companies must use an independent valuer for non-cash transactions, providing full disclosure and avoiding false statements.

Companies Regs ss 1030-1036, 1043Auditor eligibility, independence and misdescription

Only auditors from recognized firms may act, and any loss of eligibility must be immediately reported, with penalties for non-compliance.

Companies Regs ss 1041-1042Second audit direction

Companies must comply with a Registrar's second audit direction within 21 days, including necessary steps for audits deemed required, or face fines.

Companies Regs ss 1047-1051Cells of cell companies: creation, notices and registers

A cell company can create cells through a special resolution that specifies compliance, and must notify the Registrar and keep a member register for inspection.

Companies Regs ss 1052-1054Cell companies: confirmation statement and per-cell records

Cell companies must include each cell's information in their confirmation statements and maintain separate accounting records that comply with audit requirements.

Companies Regs ss 1055-1059Cells: independent incorporation and transfer

A cell can incorporate as an independent company by special resolution, and may transfer to another cell company with proper approvals from members and creditors.

Companies Regs ss 1058, 1063Cell company names

Incorporated cell companies must have names ending in 'Incorporated Cell Company' or 'ICC', and cells must include 'Incorporated Cell' or 'IC'.

Companies Regs ss 1060-1067Protected cell companies: directors' duties and liability limits

Directors of protected cell companies must ensure cellular assets are separate and identifiable from non-cellular assets, adhering to specified duties.

Companies Regs ss 1068A-1068IInvestment companies

Investment companies must have specific articles, director qualifications, and are exempt from certain allotment rules while subject to Financial Services Regulator's provisions.

Companies Regs s 126-retRecord Retention — Register of members: entry for a former member

Records for former members in the Register of members must be retained for ten years from the date they ceased being a member.

Companies Regs s 215(3)-retRecord Retention — Director service contracts and memoranda (including variations)

Director service contracts must be retained for one year after termination or expiry.

Companies Regs s 223(4)-retRecord Retention — Qualifying indemnity provision and memoranda (including variations)

Records of qualifying indemnity provisions and memoranda must be retained for one year post-termination or expiry.

Companies Regs s 272(2)-retRecord Retention — Minutes of directors' meetings

Companies must retain minutes of directors' meetings for ten years from the meeting date.

Companies Regs s 360(2)-retRecord Retention — Resolutions passed otherwise than at meetings, general meeting minutes, and sole

Certain corporate records, including resolutions and meeting minutes, must be retained for 10 years from the date of the action.

Companies Regs s 377(4)-retRecord Retention — Accounting records and supporting documents

Accounting records and supporting documents must be retained for ten years from the date they are made.

Companies Regs s 642(3)-retRecord Retention — Contracts and memoranda for purchase of own shares

Contracts and memoranda for share purchases must be retained for ten years after completion or contract termination.

Companies Regs s 687-retRecord Retention — Register of debenture holders entries

Companies must retain the register of debenture holders for 10 years after any entry is made or deleted.

Companies Regs s 737(4)-retRecord Retention — Share-interest investigation reports

Companies must retain share-interest investigation reports for a designated period.

Companies Regs s 751-retRecord Retention — Register of interests disclosed and index (after ceasing to be a public company)

A company that ceases to be public must retain the register of interests disclosed and index for six years.

Companies Regs s 1051 and Part 8 Chapter 2-retRecord Retention — Register of members of each cell

Companies must retain the register of members of each cell for 10 years after a member ceases to be a member.

Companies Regs 2020 s 864Registrar strike-off of a defunct company

The Registrar may strike off a defunct company after failing to receive a response to inquiries, with liabilities of directors, officers, and members continuing post-dissolution.

Companies Regs 2020 s 867Voluntary strike-off with notice

Directors can apply for voluntary strike-off; the Registrar will wait 3 months post-notice before dissolution, which does not eliminate liability.

Companies Regs 2020 ss 867A-867CVoluntary strike-off with prescribed statement

Eligible companies may apply for voluntary strike-off with member approval and a prescribed statement confirming eligibility and liability status, subject to Registrar approval.

Companies Regs ss 868-869Limits on voluntary strike-off

Companies cannot apply for voluntary strike-off if they have changed names or conducted certain activities in the last three months.

Companies Regs ss 870-872Copies of the strike-off application

Applicants for company strike-off must notify all relevant parties within 7 days, with penalties for non-compliance, especially to conceal applications.

Companies Regs ss 873-874Withdrawing the strike-off application

Directors must immediately withdraw a strike-off application if certain changes occur, failing which may result in a level 3 fine.

Companies Regs ss 876-881Property of a dissolved company

Upon dissolution, all a company's property and rights transfer to the ADGM Board, which may disclaim within three years or after an interested party's request.

Companies Regs ss 882-891Restoration to the register

Former directors or members can request restoration of a defunct company within six years, provided certain conditions and compliance are met.

Companies Regs ss 882, 888-retRecord Retention — Company closure file and records after dissolution

Companies must retain closure files and records for six years post-dissolution to comply with retention requirements.