ADGM Insolvency Regulations 2022 (enacted 29 August 2022)chapter by chapter

Insolvency Regs s 5Administration: eligibility

Only registered insolvency practitioners may be appointed as administrators for companies not in liquidation, unless already under administration.

Insolvency Regs s 108Administration: pre-administration costs

Unpaid pre-administration costs require approval from the creditors' committee or creditors, and meetings must occur within 28 days upon request.

Insolvency Regs s 152Receivership: appointment

Only registered insolvency practitioners may serve as receivers or administrative receivers, with specific criteria for appointment by qualifying charge-holders.

Insolvency Regs s 153Receivership: publicity

Upon a receiver's appointment, the company must visibly indicate this on all invoices and communications, risking fines for non-compliance.

Insolvency Regs s 159Receivership: vacating office

A receiver must give 7 days' notice before resigning and notify the Registrar within 14 days; fines apply for non-compliance.

Insolvency Regs s 162Administrative receiver: notices

Administrative receivers must notify the Company and Registrar of their appointment within 7 days and inform creditors within 28 days.

Insolvency Regs s 198AVoluntary winding up: share consideration

A liquidator may receive shares as sale consideration in a voluntary winding up only with special resolution or Court sanction, allowing dissenting members to object in writing.

Insolvency Regs s 240Winding up: resignation

A liquidator may resign only with 28 days’ notice if they cease to be registered, face a conflict of interest, or have a personal circumstance change.

Insolvency Regs Sch 1 Part 8Sch 1: delivery of documents and opt-out

Documents are delivered by specified methods, with email and mail timelines defined, allowing creditors to opt-out of further communications.

Insolvency Regs Sch 1 Part 10 para 53Sch 1: administrator progress report content

Administrator progress reports must detail company status, financial summaries, and creditor rights, with final reports showing payments to unsecured creditors.

Insolvency Regs Sch 1 Part 11 para 54Sch 1: declaration of solvency content

A solvency declaration must confirm a company's ability to pay its debts within 12 months, supported by a detailed asset-liability statement.

Insolvency Regs Sch 5 para 10Proofs: appeal against decision

Creditors dissatisfied with proof decisions must apply to the Court within 21 days, notifying concerned parties and providing necessary documentation.

Insolvency Regs Sch 5 paras 4-6Proofs: creditor proof

Creditors submitting proofs in administration or winding up must provide detailed written documentation, specifying claims and substantiating documents required by the office-holder.

Insolvency Regs Sch 5 paras 7-9, 11-12Proofs: office-holder handling

Office-holders must allow creditors to inspect proofs and must deliver all proofs to a successor promptly; proofs can be admitted or rejected with reasons.

Insolvency Regs Sch 5 paras 17-22, 43-44Proofs: secured creditors

A secured creditor must prove for the balance after realizing security and may change its value with office-holder or Court consent, with penalties for non-disclosure issues.

Insolvency Regs Sch 5 paras 24-28Set-off and interest in proofs

In insolvency, mutual debts are set off before distributions, and interest on debts is claimable under specific conditions.

Insolvency Regs Sch 5 paras 30-36, 39-40Distributions: dividend notice and declaration

Office-holders must notify creditors of pending dividends and declare them within two months of the last date for proofs, with conditions outlined.

Insolvency Regs Sch 5 paras 37-38, 41-42, 45-46Distributions: payment and no dividend

The office-holder must inform creditors if no dividend can be paid and is responsible for overpaid dividends and late creditor payments.

Insolvency Regs Sch 6 para 47Meetings: Company meetings

Company meetings must comply with ADGM law and Companies Regulations unless specified otherwise in the Insolvency Regulations.

Insolvency Regs Sch 6 paras 2-3Meetings: resolution by correspondence

To pass a resolution by correspondence, conveners must notify all entitled parties, specifying deadlines and requirements for valid votes.

Insolvency Regs Sch 6 paras 4-11Meetings: summoning and notice

Meetings must be held during normal business hours with at least 14 days’ notice, including details for claims and proxies.

Insolvency Regs Sch 6 paras 13-14Meetings: requisitioned meetings

Requisitioned meetings require a purpose statement and creditor claims, with timeline stipulations for meetings calling and security deposits.

Insolvency Regs Sch 6 paras 15-17, 20-25, 35Meetings: conduct, adjournment and minutes

Meetings must have a quorum and follow specific conduct rules, with minutes recorded and retained by the chairman.

Insolvency Regs Sch 6 paras 18-19Meetings: remote attendance place request

Creditors or contributories with 10% interest can request specified meeting locations if not stated, requiring proper notice and identification arrangements.

Insolvency Regs Sch 6 paras 26-33Meetings: creditors' voting

Creditors can vote at meetings only if debt claims are submitted by the specified deadline and meet voting admission criteria.

Insolvency Regs Sch 6 paras 36-37Meetings: proxies

Proxy-holders must be individuals 18 or older, and proxies must be authenticated and dated by the principal.

Insolvency Regs Sch 6 paras 38-42Meetings: proxy conduct and inspection

Authenticated proxies must be delivered before meetings, and proxy-holders must not vote on matters involving potential remuneration conflicts without specific instructions.

Insolvency Regs Sch 6 paras 43-46Meetings: corporate representatives and excluded persons

Corporate representatives must provide authorization at meetings, and excluded persons may request a summary of the meeting's proceedings.

Insolvency Regs Sch 7 para 8Creditors' committee: paid-in-full cessation

Liquidators must issue a certificate upon full creditor payment and notify the Registrar, leading to the cessation of the creditors' committee.

Insolvency Regs Sch 7 paras 3-7, 9-12Creditors' committee: constitution

A creditors' committee must consist of 3 to 5 eligible creditors, requiring a certificate of due constitution issued by the office-holder to exist.

Insolvency Regs Sch 7 paras 13-20Creditors' committee: meetings and records

The office-holder must call the first creditors' committee meeting within six weeks and provide five business days' notice of future meetings.

Insolvency Regs Sch 7 paras 21-22Creditors' committee: information to committee

Office-holders must provide progress reports to the creditors' committee at least biannually, with additional requirements based on committee direction.

Insolvency Regs Sch 7 paras 23-27Creditors' committee: dealings and expenses

Committee members' reasonable travel expenses are paid from the insolvent estate, with strict rules on payments and dealings to avoid conflicts.

Insolvency Regs Sch 7 paras 28-32Creditors' committee: continuation after administration

The creditors' committee continues post-administration if the liquidator certifies three members' agreement; the liquidator reports committee actions after obtaining the certificate.

Insolvency Regs Sch 8Preferential debts

Preferential debts include certain unpaid employee salaries and pension contributions, relevant to liquidation dates.

Insolvency Regs Sch 9Contraventions and fines (reference table)

Schedule 9 outlines fines for various contraventions, ranging from publication failures to severe misconduct and fraud.

Insolvency Regs Sch 10 Art 14Foreign proceedings: notice to foreign creditors

Office-holders must notify known foreign creditors of claims they can file, ensuring they have the same rights as local creditors in proceedings.

Insolvency Regs Sch 10 Arts 9-18Foreign proceedings: recognition application

Foreign representatives seeking ADGM recognition must apply to the Court with specific documents and notify of any changes in the proceedings.

Insolvency Regs Sch 10 Arts 25-32Foreign proceedings: cooperation and payment rule

ADGM office-holders must cooperate with foreign courts and may only begin proceedings after recognizing a foreign main proceeding with debtor assets in ADGM.

Insolvency Regs Sch 11 paras 2-10Protected cell companies: liquidation and cell liquidation orders

Protected Cell Companies cannot appoint a liquidator during a Cell Liquidation Order; the Court may issue such orders under specific conditions.

Insolvency Regs Sch 12 para 8Remuneration: set fee apportionment on leaving office

Former office-holders may request a fee determination after leaving office; if not applied for within 28 days, the current office-holder can apply.

Insolvency Regs Sch 12 para 9Remuneration: challenge as excessive

Creditors can challenge excessive liquidator remuneration in court within specified timeframes, potentially leading to adjustments by the court.

Insolvency Regs Sch 12 paras 2-3Remuneration: fixing the basis

Administrators and liquidators define their remuneration based on asset realization, complexity, and effectiveness, with creditor approval required for changes.

Insolvency Regs Sch 12 paras 4-7Remuneration: recourse and review

An office-holder may seek increased remuneration from creditors if the amount is insufficient, with notifications and court applications required under certain conditions.

Insolvency Regs Sch 12 paras 10-11Remuneration: charge-holder realisations and voting

Liquidators must follow published scales for remuneration from asset realization and cannot vote on resolutions affecting their remuneration unless specifically directed.

Insolvency Regs Sch 13Limited liability partnerships: modified application

Limited Liability Partnerships must modify their governance to align with the regulations, including member meetings and declarations of solvency.

Insolvency Regs Sch 13 (new s 252A, s 198A, s 199, Sch 6 Part 13)LLP: withdrawals, dissent and meetings

LLP members withdrawing property while aware of insolvency risks may be ordered to repay amounts withdrawn if certain conditions apply.

Insolvency Regs ss 8-16Administration: Court route

Applicants for administration orders must promptly notify relevant parties, file necessary documents, and serve timely notice before the court hearing.

Insolvency Regs ss 21-27Administration: charge-holder route

A charge-holder appointing an administrator must give prior notice to other charge holders and file necessary documentation with the Court.

Insolvency Regs ss 29-35Administration: company or Directors route

Companies or Directors appointing an administrator must provide 5 business days' written notice and act within 10 days of filing the notice.

Insolvency Regs ss 44-47Administration: moratorium and publicity

During administration, companies face a moratorium on winding-up actions, and all documents must state the name of the administrator managing the affairs.

Insolvency Regs ss 48-49Administration: announcements

The administrator must promptly notify the Company, publish notices, and inform creditors after appointment, with notification to the Registrar within 7 days.

Insolvency Regs ss 50-55Administration: Statement of Affairs

Administrators must notify relevant persons to submit a Statement of Affairs within 11 days; failure to comply is a contravention.

Insolvency Regs ss 56-64Administration: proposals and creditors' meeting

Administrators must send proposals and convene an initial creditors' meeting within defined timeframes, with specific reporting obligations post-meeting.

Insolvency Regs ss 69-71Administration: progress reports

Administrators must submit biannual progress reports to creditors and the Registrar, responding to information requests and convening meetings as needed.

Insolvency Regs ss 73-94Deed of Company Arrangement

The Company must execute the Deed of Company Arrangement within 15 days post-creditors' resolution and send notices accordingly.

Insolvency Regs ss 100-102Administration: orders

An administrator must send a Court order for disposed property to the Registrar and the security holder within 14 days; failing to do so incurs a fine.

Insolvency Regs ss 109A-109BAdministration: priority funding

Administrators seeking Court approval for priority funding must notify all known creditors and prove adequate protection.

Insolvency Regs ss 110-125Administration: end

An administration ends automatically after one year unless extended, requiring notification to the Registrar with a final progress report.

Insolvency Regs ss 128-148Administration: replacement

Administrators must provide 5 days' notice before resigning and promptly hand over records and property after resignation.

Insolvency Regs ss 155-157Receivership: duties and accounts

Receivers must manage property diligently and provide accounts of their receipts and payments to the Registrar and appointor within specified timeframes.

Insolvency Regs ss 164-169Administrative receiver: Statement of Affairs

An administrative receiver may request a Statement of Affairs, requiring relevant persons to submit verified statements within 21 days.

Insolvency Regs ss 170-171Administrative receiver: report and meeting

An administrative receiver must report to the Registrar and creditors within 3 months of appointment, detailing events leading to the appointment and related financials.

Insolvency Regs ss 174, 192-196Voluntary winding up: resolution

A Company can wind up voluntarily via Special Resolution with required notices to charge holders and publication of certain resolutions.

Insolvency Regs ss 175-184Members' voluntary winding up

Directors may declare a company's solvency before winding up and must appoint a liquidator at a general meeting, providing progress reports to members and the Registrar.

Insolvency Regs ss 185-191Creditors' voluntary winding up

The company must summon meetings for creditors' voluntary winding up, appoint a liquidator, and report progress to members and the Registrar within specific timeframes.

Insolvency Regs ss 199-201Compulsory winding up: debts

A company is deemed unable to pay debts if it neglects a written demand over $2,000, has unsatisfied judgments, or lacks assets to meet liabilities.

Insolvency Regs ss 202-205Compulsory winding up: petition

A winding-up petition must be accompanied by proper documentation and notices, with specific timelines set for oppositions and appearances.

Insolvency Regs ss 206-210Compulsory winding up: order

Liquidators must notify the Registrar and publish a winding-up order's details within 7 days, following which company property transfers may be voided without court permission.

Insolvency Regs ss 211-213Winding up: stay and reports

Companies must forward Court stay orders on winding up quickly and send annual progress reports to stakeholders; final meetings need timely notifications.

Insolvency Regs ss 215-216Winding up: publicity and assets

During a company winding up, the liquidator must manage property control and publicize the winding up on invoices and correspondences, or face penalties.

Insolvency Regs ss 217-218Winding up: liquidator duties

In a creditors' voluntary winding up, the liquidator must protect property, send notices for disclosed property, and maintain a record of notifications.

Insolvency Regs ss 231-239Winding up: Statement of Affairs

A liquidator may demand a Statement of Affairs from relevant persons within 21 days, and directors must present it at creditors' meetings during voluntary winding-ups.

Insolvency Regs ss 244-249Conduct before and during insolvency

Officers must not conceal property or commit fraud before or during insolvency, and must disclose all pertinent assets and records.

Insolvency Regs ss 251-253AWrongful and fraudulent trading

Directors who knowingly engage in fraudulent trading face potential contributions to company assets unless they minimised creditor losses.

Insolvency Regs ss 254-256Co-operation with office-holder

Directors and employees must provide necessary information and attend meetings when requested by the office-holder during insolvency proceedings.

Insolvency Regs ss 257-259Voidable transactions

Office-holders can seek Court intervention to unwind undervalued transactions or preferences made prior to insolvency under the ADGM Insolvency Regulations.

Insolvency Regs ss 265-270Cross-border: unregistered companies

A non-ADGM company may be wound up in the ADGM if it has sufficient connection and a reasonable prospect of benefit, deemed unable to pay debts under specified conditions.

Insolvency Regs ss 289-291Insolvency practitioners

Only registered insolvency practitioners may act as receivers or liquidators, adhering to the Insolvency Practitioner Rules and specific conditions to avoid removal.

Insolvency Regs ss 294-296Dissolution

A company is deemed dissolved three months after the liquidator submits final accounts to creditors, with notifications and potential Court challenges.