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International Humanitarian City Registration Regulations

Registration R egulations – Version 2 Page 1 of 37

The International Humanitarian City
Registration Regulations

Registration R egulations – Version 2 Page 2 of 37

PART ONE

1. PRELIMINARY AND KEY PROVISIONS

1.1.
This document is to be referred to as the Registration Regulations.

1.2.
These Registration Regulations are issued in accor dance with Articles 5, 20 and 21 Law No. (1)
of 2012 (the IHC Law).

1.3.
These Registration Regulations come into full force and effect on the date of their issuance by
the Authority’s Chief Executive
Officer. Subsequent amendments to these Registratio n
Regulations shall also come i
nto full force and effect on the date of their issu ance by the
Authority’s Chief Executive Officer.
1.4.
The purpose of these Registration Regulations is to set out the framework under which an entity
may become registered with the Authority
.

1.5.
The Authority’s Chief Executive Officer may, from t ime to time, amend these Registration
Regulations.

PART TWO
2. INTERPRETATION

2.1.
Capitalised words in these Registration Regulations have the meaning indicted below:

AED: the lawful currency of the UAE.

Annual General Meeting: has the meaning given in Article
43.1.

Applicant: means an entity that submits an application in acc ordance with these
Regulations.
Articles of Association: the Articles of Association of an Establishment as originally passed
or as lawfully amended from time to time.
Authority: the International Humanitarian City Authority estab lished in accordance with
the IHC Law.
Authority’s Licensing Regulations: the Licensing Regulations issued by the Authority.

Branch: the branch of an Overseas Establishment formed out side the Freezone under the
laws and regulations applicable in its place of inc orporation or registration and authorized
to conduct business through this Branch inside the Freezone. For the avoidance of doubt, a
Branch could be for an NPO Establishment, Intergove rnmental Establishment or Commercial
Establishment.
Commercial Companies Law: the UAE Law no. 8 of 1984 (as amended) in respect of
Commercial Companies.
Court: the Court or arbitral body appointed by the Authori ty for the purposes of these
Registration Regulations.

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Debenture: includes debenture stock, bonds and any other secu rities of an Establishment
whether constituting a charge on the assets of the Establishment or not.

Director: a member of the board of directors which manages a nd controls the affairs of an
Establishment and includes an alternate director an d any person occupying the position of
director by whatever name called.
Electronic Record: a record generated, communicated, received or stor ed by electronic,
magnetic, optical or other means in an information system or for transmission from one
information system to another.
Electronic Signature: any letters, characters, numbers or other symbols in digital form
attached to or logically associated with an Electro nic Record, and executed or adopted
with the intention of authenticating or approving t he Electronic Record.

Establishment: a commercial company incorporated and registered o n the Register under
these Registration Regulations and to which these R egistration Regulations apply.

Financial year: in respect of an Establishment, each successive pe riod of twelve months
commencing immediately after the end of the previou s financial year provided that:

(a)
the first financial year of an Establishment shall commence on the date of its
incorporation and shall be for a period of not less than six months, nor more than
eighteen months as determined by the Establishment and as notified to the Authority in
the form Prescribed within three months of the date of incorporation of the
Establishment; and
(b)
an Establishment may, by notice to the Authority in the form Prescribed, specify a new
financial year provided that in no case may the fin ancial year of an Establishment
exceed eighteen months or be shorter than six month s.

Freezone: the geographical area comprising the International Humanitarian City.
Guidelines : the guidelines governing the registration and lic ensing requirements of new
Establishments or licence renewal of existing Estab lishments, which are issued by the
Authority from time to time.

IHC Higher Committee: the Authority’s committee which reviews, accepts a nd / or rejects
new registration applications and licence renewal r equests.

Implementing Regulations: means those regulations promulgated by the Authori ty for the
purpose of giving effect to or for the better carry ing out of these Regulations and includes
forms and such other regulations as may be made by the Authority from time to time.

Inaugural meeting: the meeting required to be held under Article
43.1.

Licence: a Licence issued pursuant to the Authority’s Licen sing Regulations.

Licensed Establishment: an Establishment holding a Licence to operate with in the
Freezone.
Memorandum: the Memorandum of Association of an Establishment, as originally delivered
in writing to the Authority or as altered from time to time in accordance with these
Registration Regulations.
Officer: in relation to a body corporate, includes Director , and if one has been appointed,
the secretary.

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Ordinary Resolution: a resolution passed by a Simple Majority of Shareh olders at a general
meeting of which notice specifying the intention to propose the resolution as an Ordinary
Resolution has been duly given to all Shareholders.

Overseas Establishment: means any corporate body duly incorporated outside the
Freezone pursuant to the laws and regulations appli cable in the place of incorporation.

Prescribe(d): prescribed by the Implementing Regulations made un der these Registration
Regulations or in writing by the Authority from tim e to time.

Records: all papers, records, recorded tapes, photographs, statistical tabulations or other
documentary materials or data, regardless of physic al form or characteristics, including in
written or electronic form.
Registrar: the registrar appointed by Implementing Regulations promulgated by the
Authority, who shall be a public officer and shall have the powers and discharge the duties
conferred or imposed upon him by such Implementing Regulations.
Register: the register of Companies maintained by the Author ity under Article
13.1
including the register of Shareholders as well as t he register of Branches maintained by the
Authority under Article
91.

Sanctions: any punitive action that may be taken by the Author ity in accordance with these
Registration Regulations or any other rule or regul ation promulgated by the Authority, or as
determined by the Authority in its sole discretion.

Share: a share in the issued share capital of an Establis hment.

Shareholder: the subscribers to the Memorandum of an Establishm ent who are deemed to
have agreed to become Shareholders of the Establish ment and on its registration with the
Authority shall be entered as Shareholders in the R egister and every other person who
agrees to become a Shareholder of an Establishment, and whose name is entered in its
register of Shareholders shall be a Shareholder of the Establishment.

Simple Majority: a majority of over 50%.

Special Majority: a majority not less than 75%.

Special Resolution: a resolution passed by a Special Majority of Share holders at a general
meeting of which notice specifying the intention to propose the resolution as a Special
Resolution has been duly given to all Shareholders.

UAE: the United Arab Emirates.

2.2.
For the avoidance of doubt, the provisions of the C ommercial Companies Law are specifically
inapplicable by way of any express provision contra ry to the Commercial Companies Law in
these Registration Regulations.
2.3.
Wherever in these Registration Regulations an oblig ation or duty is placed on an
Establishment or an Establishment is authorized to do any act, then unless it is otherwise
provided, such obligation, duty or act may be carri ed out by the Directors of the
Establishment.
2.4.
For the avoidance of doubt, Parts 1, 2, 3 and 11 of these Registration Regulations apply
equally to an Establishment or a Branch. Whereas, P arts 4 till 9 apply to Establishments only
and Part 10 apply to Branches only.

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2.5. References in these Registration Regulations to time periods are to be construed in
accordance with the Gregorian calendar. Whenever th ese Registration Regulations reference
a period of time, such period will include every ca lendar day, except that:
2.5.1.
When the last day of the period falls on a Friday o r a Saturday, the period will end
instead on the following Sunday; and
2.5.2.
When the last day of the period falls on a UAE or D ubai public holiday, the period will
end instead on the next day that is not a UAE or Du bai public holiday.
2.6.
Unless the context otherwise requires, any referenc e in these Registration Regulations to a
“person” includes a reference to a natural person, and to a corporate body, limited liability
company, association or partnership and to the lega l or personal representatives, legal
successors and lawful assigns of any such person.
2.7.
A person who wishes to submit an original document or a photocopy of a document written in
a language other than English or Arabic must also s ubmit a notarized translation of that
document in English or Arabic, prepared by a transl ation service acceptable to the Authority.
2.8.
In the event of any inconsistency in these Registra tion Regulations or between these
Registration Regulations and any other applicable l aw or regulation (whether issued by the
Authority or otherwise), the Authority will determi ne the correct interpretation and each
Establishment shall be so bound.

PART THREE
3. POWERS AND RESPONSIBILITIES
3.1. The Authority may by Implementing Regulations appoi nt a Registrar who shall be a public
officer and shall have the powers and discharge the duties conferred or imposed upon him by
such Implementing Regulations.
3.2.
To be eligible for registration with the Authority, the Establishment should pursue objectives
in relation to the humanitarian and / or emergency relief fields or have a connection to the
humanitarian and / or emergency relief fields.
3.3.
The Authority may, at its sole discretion, register an Establishment that does not pursue
objectives in relation to the humanitarian or emerg ency relief fields.

PART FOUR
4. INCORPORATION OF ESTABLISHMENT
4.1. Any one or more persons and no more than fifty, by subscribing their names to a
Memorandum and otherwise complying with the require ments of these Registration
Regulations, may apply to form an Establishment wit h limited liability.
4.2.
An Establishment shall be considered formed only if and when its name is entered on the
Register.
4.3.
Such an Establishment shall be an Establishment hav ing the liability of its Shareholders
limited by the Memorandum to the amount, if any, un paid on the shares held by them.
4.4.
Each Establishment formed under these Registration Regulations shall have UAE nationality,
but this does not necessarily lead to the Establish ment being entitled to privileges reserved
for UAE nationals.

5. REGISTRATION OF AN ESTABLISHMENT
5.1. No Establishment shall be registered without the co nsent of the Authority, which subject to
these Registration Regulations shall be granted in its absolute discretion.
5.2.
Subject to any other regulation promulgated by the Authority, and to any waiver which the
Authority may exercise from time to time, any appli cation for consent under subsection
5.1
must be made in accordance with the guidelines issu ed by the Authority from time to time

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and must be accompanied by all supporting documents set out in such guidelines issued by
the Authority from time to time.
6. CERTIFICATE OF INCORPORATION TO BE ISSUED
6.1. Following the IHC Higher Committee approval of the application to form an Establishment,
the Registrar will issue a Certificate of Incorpora tion evidencing the formation of the
Establishment.

7.
REQUIREMENTS OF MEMORANDUM

7.1.
The Memorandum of every Establishment shall be in E nglish or Arabic and must state:

7.1.1.
the name of the Establishment which in all cases sh all be followed by the word “FZ-
LLC” as the last word of the name; and
7.1.2.
that the liability of its Shareholder(s) is limited ; and
7.1.3.
the objects of the Establishment set out with such degree of specificity as the
Authority may from time to time require; and
7.1.4.
the names, addresses and nationalities of the perso ns who subscribe their names to
the Memorandum; and
7.1.5.
the period, if any, fixed for the duration of the E stablishment, or the event, if any, on
the occurrence of which the Establishment is to be dissolved; and
7.1.6.
the amount of issued share capital with which the E stablishment proposes to be
registered, which shall be in UAE dirhams (AED), an d the division thereof into shares
of a fixed amount; and
7.1.7.
that the persons who subscribe their names to the M emorandum agree to take such
number of shares of the Establishment as may be all otted to them respectively by the
Directors, not exceeding the number of shares for w hich they respectively subscribe,
and that they agree to satisfy such calls as may be made on them by the Directors, or
promoters in respect of the shares allotted to them .

7.2.
The Memorandum of every Establishment shall be sign ed by each subscriber referred to in
Article
7.1.7 in the presence of the Registrar.

7.3.
An Establishment may not alter the provisions of it s Memorandum except in a manner
provided in these Registration Regulations.

8.
PROHIBITION OF REGISTRATION OF COMPANIES WITH UNDES IRABLE NAMES

8.1.
No Establishment shall be registered with a name wh ich in the opinion of the Authority is
undesirable.

8.2.
Without prejudice to the generality of Article 8.1 no Establishment shall, except with the
express approval of the Authority, be permitted to be registered with a name which:

8.2.1.
is identical to the name by which another Establish ment already registered or
incorporated under these Registration Regulations o r so nearly resembles that name
as to be likely to deceive unless that Establishmen t signifies its consent in such
manner as the Authority may require; or
8.2.2.
contains words which in the opinion of the Authorit y suggests or is likely to suggest the
patronage of prominent local persons with no real c onnection, or connection with
any government or authority whether in the Freezone , the UAE or elsewhere; or
8.2.3.
contains the word “Dubai”, “Emirates”, “UAE”, “muni cipal” or “chartered”; or
8.2.4.
any other name which the Authority shall from time to time Prescribe as “sensitive”; or
8.2.5.
does not contain the word “FZ-LLC”; or
8.2.6.
the use of would constitute a violation of the laws of the UAE from time to time
applicable to intellectual property rights; or

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8.2.7. specifies words or expressions for which approval is required from the Authority for
use by a Licensed Establishment in the Freezone.
8.3.
If, through inadvertence or otherwise, an Establish ment on its first registration with a new
name is registered with a name which in the opinion of the Authority too closely resembles
the name by which an Establishment in existence is already registered, or a name in respect
of which the law applicable to intellectual propert y rights affords prior protection, the first
mentioned Establishment shall, with the approval of the Authority, change its name.

9.
CHANGE OF NAME OF AN ESTABLISHMENT

9.1.
Subject to Articles 8.1 and 8.2, an Establishment may by Special Resolution cha nge its
name if the Authority has, on application, approved in writing the proposed name.

9.2.
When an Establishment has passed Special Resolution for an Establishment’s change of
name, it shall, within fourteen (14) days of the pa ssing of Special Resolution and Authority
approval, give notice of the said resolution by adv ertisement in a newspaper Prescribed by
the Authority.

9.3.
The Authority shall, on receipt of a certified copy of the Special Resolution and evidence of
notice referred to in Article
9.1 together with such fees as may be Prescribed:-

9.3.1.
enter the new name on the Register in place of the former name; and
9.3.2.
enter on the Register the effective date of the cha nge of name which shall be the date
of entry of the new name on the Register; and
9.3.3.
issue a new certificate evidencing the change of na me.

9.4.
The change of name of an Establishment shall not af fect any rights or obligations of the
Establishment, or render defective any legal procee dings by or against it, and any legal
proceedings that might have been continued or comme nced against it in its former name
may be continued or commenced against it in its new name.

10.
POWERS AND OBJECTS OF AN ESTABLISHMENT ULTRA VIRES

10.1.
No act of an Establishment shall be invalid by reas on only of the fact that the Establishment
was without capacity or power to perform the act.

11. PROCEDURES FOR ALTERATION OF MEMORANDUM

11.1.
An Establishment may, by Special Resolution passed at a general meeting of Shareholders of
which due notice has been given, amend the provisio ns of its Memorandum but the
amendment shall only take effect if and when the sa me has been entered onto the
Register.

11.2.
Section 5 shall apply to an Establishment wishing to change its Memorandum as if the
Establishment were applying to be registered.

12.
ARTICLES OF ASSOCIATION

12.1.
The administration of every Establishment shall be regulated by Articles of Association and
an Establishment may in its Articles of Association make provision for any matter including,
but not limited to, the matters set out in Article
12.2

12.2.
An Establishment’s Articles of Association shall be in English or if written in any other
language than the English, accompanied by a certifi ed English translation and shall provide
for:

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(a)
the transfer of shares and the registration of esta te representatives of deceased
Shareholders; and
(b)
a general meeting of the Establishment at least onc e in every calendar year; and
(c)
the keeping of its accounts and the laying of finan cial statements before general
meetings of the Establishment; and
(d)
an audit of the accounts of the Establishment for e ach financial year by an auditor
appointed by the general meeting; and
(e)
the duties of the secretary to the Establishment; a nd
(f)
the number of Shareholders required to constitute a quorum at any general meeting of
the Shareholders of the Establishment; and
(g)
the appointment of a chairman for any general meeti ngs

12.3.
In addition, an Establishment may at the time of in corporation, or from time to time
thereafter make Articles of Association if appropri ate to regulate:

(h)
the transfer of shares (subject to due compliance w ith the requirement of registration
of any such transfers in accordance with these Regi stration Regulations); and
(i)
the declaration and payment of dividends; and
(j)
the duties and responsibilities of its board of Dir ectors and of any other Officers with
special responsibilities or duties; and
(k)
the manner of appointment of alternate Directors; a nd
(l)
the appointment, functions, duties, remuneration an d removal of all agents, officers,
and servants of the Establishment, and the security , if any, to be given by them to the
Establishment; and
(m)
the date on which the annual meetings of the Establ ishment shall be held; and
(n)
the calling of meetings of the Establishment, and o f the board of Directors, the
requirements as to proxies and requisite majorities (save where the requisite majority
is specified by these Registration Regulations) in voting on any particular matter or
class of matters and the procedure to be adopted at such meetings; and
(o)
the quorum at meetings of Directors; and
(p)
the conduct in all other particulars of the affairs of the Establishment, as well as for
the application of its funds and profits.
12.4.
The persons subscribing their names to the Memorand um of Association of an Establishment
shall likewise subscribe their names to the Article s of Association.

12.5.
Subject to an express provision in the Articles of Association to the contrary and to
subsection
12.6, the Directors of an Establishment may after i ts incorporation amend the
Articles of Association but any such amendment shal l be submitted to a general meeting of
the Establishment and to the extent they are approv ed by a Special Resolution at such
meeting, shall only then take effect if and when th e same has been entered on to the
Register by the Authority.

12.6.
Section 5 shall apply to an Establishment wishing to change its Articles of Association as if
the Establishment was applying to be registered.

13. REGISTRATION AND RE-REGISTRATION OF COMPANIES
13.1. The Authority shall maintain the Register in such f orm as it may determine.

13.2.
Where the Authority consents to the registration of an Establishment under Article 5.1 and
has received or waived the documents under Article
5.2, the Authority may, if the
Authority is satisfied that the Establishment will be in compliance with these Registration
Regulations, register the Memorandum and Articles o f Association in accordance with
Article
5 and shall then issue one or more certificates sho wing the name and date of

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incorporation of the Establishment and any other items the Authority may from time to
time consider appropriate.

14. ESTABLISHMENT REFERRED TO BY NAME IN MEMORANDUM

14.1.
From the date of the registration of an Establishme nt by the Authority the subscribers to
the Memorandum, together with such other persons as may from time to time become
Shareholders of the Establishment, shall be a body corporate by the name contained in the
Memorandum, capable forthwith of exercising all the functions of an incorporated
company, and having perpetual succession but with s uch liability on the part of the
Shareholders to contribute to the assets of the Est ablishment in the event of its being
wound up limited as is mentioned in these Registrat ion Regulations.

15.
CERTIFICATE OF INCORPORATION TO BE CONCLUSIVE EVIDE NCE

15.1.
No defect in the formalities leading up to the inco rporation of an Establishment shall affect
the validity of its incorporation and the Certifica te of Incorporation shall be conclusive
evidence of the due incorporation of the Establishm ent and the date of its incorporation.

16.
EFFECT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

16.1.
Subject to these Registration Regulations the Memor andum and the Articles of Association
when registered shall bind the Establishment and th e Shareholders thereof to the same
extent as if they respectively had been signed by e ach Shareholder and contained
covenants on the part of each Shareholder to observ e all the provisions of the Memorandum
and of the Articles of Association; and

16.2.
All money payable by any Shareholder to the Establi shment under the Memorandum or
Articles of Association shall be a debt due from hi m to the Establishment.

16.3.
If any Establishment fails to file a Memorandum and Articles of Association or its
amendments in accordance with these Registration Re gulations within (20) working days
from the date the registration is completed, it may be subject to Sanctions. If the
Establishment fails to file a Memorandum and Articl es of Association or its amendments in
accordance with these Registration Regulations in t he following (20) working days the
Authority has the right to terminate the Establishm ent’s registration, if the date for
submission was not extended by the Authority in wri ting before the second (20) working day
period expire.

17.
ALTERATIONS IN MEMORANDUM OR ARTICLES OF ASSOCIATIO N INCREASING LIABILITY TO
CONTRIBUTE NOT TO BIND EXISTING SHAREHOLDERS WITHOU T CONSENT

17.1.
Notwithstanding anything in the Memorandum or Artic les of Association of an
Establishment, no Shareholder of the Establishment shall be bound by an alteration made in
the Memorandum or Articles of Association after the date on which he became a
Shareholder, if and so far as the alteration requir es that Shareholder to:

(a)
take or subscribe for more Shares than the number h eld by that Shareholder at the
date on which the alteration is made, or
(b)
in any way increase the liability of such Sharehold er as at that date to contribute to
the issued share capital of, or
(c)
otherwise to pay money to, the Establishment provid ed that this Article 17 shall not
apply where the Shareholder agrees in writing, eith er before or after the alteration is
made, to be bound thereby.

18.
COPIES OF MEMORANDUM AND ARTICLES OF ASSOCIATION TO BE GIVEN TO SHAREHOLDERS

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18.1.
An Establishment shall, on being so required by a S hareholder, send such Shareholder a
copy including all alterations to the Memorandum or Articles of Association of the
Establishment subject to the payment by the Shareho lder of the cost thereof.

18.2.
If an Establishment defaults in complying with Arti cle 18.1 the Establishment may be
subject to Sanctions.

19.
FORM OF CONTRACTS

19.1.
Contracts on behalf of an Establishment may be made in written or other form by any
person acting under its authority, express or impli ed.

19.2.
A contract made according to this section shall be effectual in law and shall bind the
Establishment and its successors and all other part ies thereto.

19.3.
A contract made according to this section may be va ried or discharged in the same manner
in which it is authorized by this section to be mad e.

19.4.
Where a contract purports to be made by an Establis hment or by a person as agent for an
Establishment, at a time when the Establishment has not yet been formed, then subject to
any agreement to the contrary, the contract shall h ave effect as a contract entered into by
the person purporting to act for the Establishment or as agent for it and such person shall
be personally liable on the contract accordingly.

19.5.
Any contract purported to be made in the manner set out in subsection 19.4 may
subsequently be unilaterally adopted by the Establi shment and the Establishment shall
thereupon become a party thereto to the same extent as if the contract had been made
after the incorporation and in substitution for and discharge of the agent or person
purporting to act on its behalf.

20.
BILLS OF EXCHANGE AND PROMISSORY NOTES

20.1.
A bill of exchange or promissory note shall be deem ed to have been made, accepted or
endorsed on behalf of an Establishment if made, acc epted or endorsed in the name of, or
by or on behalf or on account of the Establishment by any person acting under its Authority
and if so endorsed the person signing the endorseme nt shall not be liable thereon.

21.
EXECUTION OF INSTRUMENTS ABROAD

21.1.
An Establishment may empower any person, either gen erally or in respect of any specified
matters, as its agent, to execute documents, agreem ents, deeds or others similar on its
behalf in any place whether within or outside the F reezone.

21.2.
A document, agreement, deed or other similar instru ment signed by such an agent on
behalf of the Establishment shall bind the Establis hment and have the same effect as if it
had been executed by the Establishment itself.

22.
AUTHENTICATION OF DOCUMENTS

22.1.
A document or proceeding requiring authentication b y an Establishment may be signed by a
Director, secretary or other authorized officer of the Establishment.

PART FIVE

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23. ESTABLISHMENT SHARE CAPITAL REQUIREMENTS

23.1.
The minimum issued share capital of an Establishmen t shall be determined by the Authority
from time to time. The share capital requirements s hall be as Prescribed in the Authority’s
Guidelines.

23.2.
Subject to Article 27, the share capital of an Establishment shall be of one class of shares,
with all shares being of an equal value, and all sh ares holding the same rights as to voting,
dividends, redemptions and distributions.

23.3.
The Authority shall issue an Establishment with a c ertificate in accordance with Article 6 if,
on an application made to it by the Establishment i n the prescribed form, it is satisfied that
the Establishment’s share capital is not less than the prescribed minimum, and there is
delivered to it a declaration complying with the fo llowing Regulation.

23.4.
The declaration must be in the prescribed form and be signed by the Shareholders of the
Establishment and it must state that the Establishm ent’s share capital is not less than the
prescribed minimum together with such evidence as t he Authority may require that an
amount representing such capital has been deposited for the benefit of the Establishment
in an account opened in the name of the Establishme nt under formation with a bank in the
UAE holding a commercial banking licence from the U AE Central Bank.

23.5.
Unless the Authority shall otherwise specifically a pprove, all capital of an Establishment
shall be subscribed in cash only.

24.
PAYMENT OF COMMISSIONS

24.1.
It shall be lawful for an Establishment to pay reas onable commission (within any limits from
time to time that may be established by the Authori ty) to any person in consideration of his
subscribing or agreeing to subscribe, whether absol utely or conditionally, for any shares in
the Establishment.

24.2.
Except as permitted under Article 24.1, no Establishment shall apply any of its share s or
capital either directly or indirectly in payment of any commission, discount or allowance to
any person in consideration of such person subscrib ing or agreeing to subscribe, whether
absolutely or conditionally, for any shares in the Establishment, or procuring or agreeing to
procure subscriptions, whether absolute or conditio nal, for any shares in the Establishment,
whether the shares or capital be so applied by bein g added to the purchase money of any
property acquired by the Establishment, or the mone y be paid out of the nominal purchase
money or contract price, or otherwise.

25.
APPLICATION OF PREMIUMS RECEIVED ON ISSUE OF SHARES

25.1.
Where an Establishment issues shares at a premium, whether for cash or otherwise, a sum
equal to the aggregate amount or value of the premi ums on those shares shall be
transferred to an account, to be called the “share premium account”.

25.2.
The provisions of these Registration Regulations re lating to the reduction of the issued
share capital of an Establishment shall, except as provided in this section, apply as if the
share premium account were paid-up share capital of the Establishment provided that in
the case of an exchange of shares the excess value of the shares acquired over the nominal
value of the shares being issued may be credited to a contributed surplus account of the
issuing Establishment.

25.3.
The share premium account may, notwithstanding anyt hing in Article 25.1 be applied by the
Establishment:

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(a)
in paying up un-issued shares of the Establishment to be issued to Shareholders of the
Establishment as fully paid bonus shares; or
(b)
in writing off:
(i)
the preliminary expenses of the Establishment; or
(ii)
the expenses of, or the commission paid or discount allowed on, any issue of
shares or Debentures of the Establishment; or
(c)
in providing for the premiums payable on redemption of any shares or of any
Debentures of the Establishment

26. POWER TO ISSUE SHARES

26.1.
Subject to these Registration Regulations and witho ut prejudice to any rights attached to
any existing shares, any share may be issued with s uch rights or restrictions as provided for
in an Establishment’s Articles of Association and a pproved by the Authority.

27. SPECIAL CLASSES OF SHARES

27.1.
The Authority may, on application by an Establishme nt, consent to an Establishment
dividing its share capital into different classes o f shares. The consent of the Authority shall
be granted in its absolute discretion and the Autho rity shall not be bound to provide any
reason for its refusal to grant consent and its dec ision shall not be subject to appeal or
review in any court.

27.2.
Subject to Article 27.1, an Establishment by special resolution and by its bylaws may:
(a)
divide its shares into several classes and attach t hereto respectively any preferential,
deferred, qualified or special rights, privileges o r conditions; and
(b)
consolidate and divide all or any of its issued sha re capital into shares of larger
amount than its existing shares; and
(c)
subdivide its shares, or any of them, into shares o f a smaller amount than is fixed by
the Memorandum, so, however, that in the subdivisio n the proportion between the
amount paid and the amount, if any, unpaid on each reduced share shall be the same
as it was in the case of the share from which the r educed share is derived; and
(d)
make provision for the issue and allotment of share s which do not carry any voting
rights; and
(e)
make provision for the issue and allotment of any f orm of rights to or interests in
shares.

27.3.
The Authority may, in its discretion, issue additio nal regulations from time to time
pertaining to special classes of shares.

28.
POWER OF ESTABLISHMENT TO ALTER ITS SHARE CAPITAL

28.1.
Subject to provisions in these Registration Regulat ions, an Establishment, if authorized by
an Ordinary Resolution and by its Articles of Assoc iation, may increase its issued share
capital by issuing new shares of such amount as it thinks expedient.

28.2.
An Establishment may not without the consent of the Authority create a share capital
denominated in a currency other than AED.

29.
REDUCTION OF ISSUED SHARE CAPITAL

29.1.
An Establishment, if authorized by a Special resolu tion may, subject to any order made by
the Authority under Article
5, and to its Memorandum and Articles of Associatio n, on such

Registration R egulations – Version 2 Page 13 of 37

terms as it may decide, reduce its issued share capital in any way, and in particular,
without prejudice to the generality of the foregoin g power, by:
(a)
either with or without extinguishing or reducing li ability on any of its Shares, cancel
any paid up capital that is lost or underrepresente d by available assets; or
(b)
either with or without extinguishing or reducing li ability of any of its Shares and either
with or without reducing the number of such Shares pay off any capital that is in
excess of the requirements of the Establishment

29.2.
No Establishment shall reduce the amount of its iss ued share capital by virtue of Article
29.1 unless on the date from which the reduction is to have effect a letter is provided to
the Authority that is signed by all the Directors o f the Establishment declaring either that
on that date the Establishment is solvent or that a ll the creditors of the Establishment on
that date have expressed in writing their concurren ce in the reduction. Any reduction in
issued share capital shall be entered onto the Regi ster by the Authority.

29.3.
Where an Establishment reduces the amount of its is sued share capital then within fourteen
days after the date from which the reduction has ef fect the Establishment shall file a
Memorandum, with a copy of the letter referred to i n Article
29.2 annexed thereto with the
Authority stating that this Article has been duly c omplied with.

30.
NATURE AND TRANSFER OF SHARES

30.1.
Subject to such other Regulations as may be made by the Authority the shares or other
interests of any Shareholder in an Establishment sh all be personal estate, transferable in a
manner provided by the Articles of Association of t he Establishment and subject only to the
restrictions provided therein.

30.2.
Notwithstanding anything in the Articles of Associa tion of an Establishment, it shall not be
lawful for the Establishment to register a transfer of shares in the Establishment unless a
proper instrument of transfer has been delivered to the Establishment and the share
transferred have been registered by the Authority.

30.3.
Nothing in this Article shall prejudice any power o f the Establishment to register as
Shareholder any person to whom the right to any sha res of the Establishment has been
transmitted by operation of law.

30.4.
Subject to such other Regulations as may be made by the Authority, a pledge over the
shares or other interests of any Shareholder in an Establishment may be created pursuant
to the provisions of the applicable laws of the UAE .

31.
TRANSFER BY ESTATE REPRESENTATIVE

31.1.
A transfer of the Share or other interest of a dece ased Shareholder of an Establishment
made by such person’s estate representative shall, although the estate representative is not
himself a Shareholder of the Establishment, be as v alid as if he had been such a
Shareholder at the time of the execution of the ins trument of transfer.

32. CERTIFICATE TO BE EVIDENCE OF TITLE

32.1.
A certificate of the Establishment specifying any S hares held by any Shareholder, shall be
prima facie evidence of the title of the Shareholde r to the Shares.

33.
BEARER SHARES PROHIBITED

33.1.
It shall not be lawful for any Establishment to iss ue bearer shares.

Registration R egulations – Version 2 Page 14 of 37

34.
DIVIDENDS AND OTHER DISTRIBUTIONS

34.1.
An Establishment shall not declare or pay a dividen d, or make a distribution out of
contributed surplus, if there are reasonable ground s for believing that:

(a)
the Establishment is, or would after the payment be , unable to pay its liabilities as
they become due; or
(b)
the realizable value of the Establishment’s assets would thereby be less than the
aggregate of its liabilities and its share capital and share premium accounts.

34.2.
For the purposes of this Article, contributed surpl us includes proceeds arising from donated
shares, credits resulting from the redemption or co nversion of shares at less than the
amount set up as nominal capital and donations of c ash and other assets to the
Establishment.
PART SIX

35.
REGISTERED OFFICE OF AN ESTABLISHMENT

35.1.
An Establishment shall at all times have a register ed office in the Freezone to which all
communications and notices may be addressed.

35.2.
Notice of every change to the registered office sha ll be given to the Authority on the
prescribed form (if any) within fourteen (14) days of the Establishment making such change
but the change shall only be effective as of the da te of registration.

36.
SERVICE OF DOCUMENTS

36.1.
A document served in relation to any matter under t hese Registration Regulations may be
served on an Establishment by leaving it at the reg istered office of the Establishment in the
Freezone.

37.
PUBLICATION OF NAME AND REGISTERED OFFICE OF ESTABL ISHMENT

37.1.
Every Establishment shall have its name and registe red office mentioned in legible
characters in all business letters of the Establish ment and in all notices and other official
publications of the Establishment, and in all bills of exchange, promissory notes,
endorsements, cheques and orders for money or goods purporting to be signed by or on
behalf of the Establishment, and in all invoices, r eceipts and letters of credit of the
Establishment.

37.2.
If default is made in complying with this Article t he Establishment may be subject to
Sanctions.

38.
RESTRICTION ON COMMENCEMENT OF BUSINESS

38.1.
No Establishment shall commence or carry on busines s within the Freezone unless licensed
to do so by the Authority as per the IHC Licensing Regulations.

38.2.
If default is made in complying with Article 38.1 the Establishment may be subject to
Sanctions.

39. POWER OF THE AUTHORITY TO RECTIFY THE REGISTER

Registration R egulations – Version 2 Page 15 of 37

39.1.
The person aggrieved in the situations outlined in this Article, or any Shareholder of the
Establishment, may apply to the Authority for recti fication of the Register maintained by
the Authority when:
(a)
the name of any person is, without sufficient cause , entered in or removed from the
Register of Shareholders of an Establishment mainta ined by the Authority; or
(b)
default is made or unnecessary delay takes place in entering on the Register the fact
of any person having ceased to be a Shareholder; or
(c)
any other error or mistake concerning an Establishm ent is apparent on the Register.
39.2.
Where an application is made under this Article the Authority may either refuse the
application or may rectify the Register.

39.3.
On an application under this Article the Authority may decide any question relating to the
title of any person who is a party to the applicati on to have his name entered in or removed
from the Register, whether the question arises betw een a Shareholder or alleged
Shareholders, or between Shareholders or alleged Sh areholders on the one hand and the
Establishment on the other hand, and generally may decide any question necessary or
expedient to be decided for rectification of the Re gisters.

40.
REGISTER TO BE EVIDENCE

40.1.
The Register shall be prima facie evidence of any m atters by these Registration Regulations
directed or authorized to be inserted therein.

41.
FIRST DIRECTORS

41.1.
The persons who are nominated as such in the Memora ndum or Articles of Association of the
Establishment or in the absence thereof, in the off icial completed application forms for
incorporation of the Establishment with the Authori ty shall be the first Directors of the
Establishment.

42. INAUGURAL MEETING OF SHAREHOLDERS TO CONFIRM ELECTI ON OF DIRECTORS

42.1.
Unless the Memorandum or Articles of Association of the Establishment provide otherwise,
the first Directors as defined in Article
41 shall convene the Inaugural Meeting which shall
be a general meeting of the Shareholders of the Est ablishment for the purpose of
confirming the identity of those who will serve as Directors of the Establishment.
42.2.
At least five (5) days’ notice in writing of the In augural Meeting shall be given to each
Shareholder of the Establishment unless the Shareho lders unanimously agree to waive such
notice; the notice shall specify the place, date an d hour at which the meeting is intended
to be held and, shall state that at the meeting the Shareholders present or represented by
proxy will elect the new board of Directors.
42.3.
The procedure at a meeting called under this Articl e shall be the same as that for an
Annual General Meeting called under Article
43.1.
42.4.
The quorum for a meeting called under this Article shall be a majority of the Shareholders
of the Establishment, present in person or by proxy .
42.5.
A meeting called under Article 42.1 shall be deemed to be the Annual General Meeti ng for
the year in which it is convened.

43.
MEETINGS

43.1.
A meeting of Shareholders of an Establishment shall be convened at least once in every
calendar year; this meeting shall be referred to as the “Annual General Meeting”. The
exception to this is where the Establishment only h as one Shareholder, in which case a

Registration R egulations – Version 2 Page 16 of 37

resolution signed by or on behalf of such Shareholder by his duly appointed representative
shall serve in place of any requirement to hold or determine any matter at a general
meeting.
43.2.
The Directors may, whenever they think fit, convene a general meeting; all meetings other
than Annual General Meetings shall be called specia l general meetings.
43.3.
Notice of all general meetings shall specify the pl ace, the day and hour of the meeting and,
in case of special general meetings, the general na ture of the business to be considered.
43.4.
The accidental omission to give notice of a meeting to or the non-receipt of a notice of a
meeting by any persons entitled to receive notice s hall not invalidate the proceedings of
the meeting.

44.
FAILURE TO HOLD ANNUAL GENERAL MEETING OR TO ELECT DIRECTORS

44.1.
If default is made in calling or holding a general meeting in accordance with Article 43.1
the Directors shall use their best endeavours to ca ll or hold the meeting at the earliest
practicable date.
44.2.
If an Annual General Meeting is not held within thr ee months of the date it should have
been held or the required number of Directors have not been elected at such a meeting the
Establishment may apply to the Authority to sanctio n the holding of a general meeting to
put the affairs of the Establishment in order.
44.3.
Upon receipt of such an application made under Arti cle 44.1 the Authority may, in its
discretion, make an order allowing the application under such conditions as it thinks fit to
impose including ordering the date by which the aff airs of the Establishment shall be put in
order.
44.4.
Subject to Article 44.2 if default is made in calling an Annual Genera l Meeting in
accordance with Article
43.1 or to elect the required number of Directors a t such meeting
any creditors or Shareholder of the Establishment m ay, apply to the Authority to order the
winding-up of the Establishment.

45. POSITION WHEN ELECTION OF DIRECTORS DOES NOT TAKE P LACE

45.1.
If the Annual General Meeting or the election of an y Directors does not take place at the
proper time, it shall be lawful for the Establishme nt to continue its business and for the
existing Directors to continue in office.

46.
CONVENING OF SPECIAL GENERAL MEETING ON REQUISITION

46.1.
The Directors of an Establishment, notwithstanding anything in its Articles of Association,
shall, on the requisition of Shareholders of the Es tablishment holding at the date of deposit
of the requisition not less than ten percent (10%) of such of the paid-up capital of the
Establishment which, as at the date of the deposit, carries the right of voting at general
meetings of the Establishment, forthwith proceed du ly to convene a special general
meeting of the Establishment.
46.2.
The requisition must state the purposes of the meet ing, and must be signed by the
requisitions and deposited at the Registered office of the Establishment, and may consist of
several documents in like form each signed by one o r more requisitions.
46.3.
If the Directors do not, within twenty-one (21) day s from the date of the deposit of the
requisition proceed duly to convene a meeting, the requisitions, or any of them
representing more than ten percent (10%) of the tot al voting rights of all of them, may
themselves convene a meeting, but any meeting so co nvened shall not be held after the
expiration of three months from the said date.
46.4.
A meeting convened under this Article of the requis itions shall be convened in the same
manner, as nearly as possible, as that in which mee tings are to be convened by Directors.
46.5.
Any reasonable expenses incurred by the requisition s by reason of the failure of the
Directors duly to convene a meeting shall be repaid to the requisitions by the
Establishment, and any sum so repaid shall be retai ned by the Establishment out of any

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sums due or to become due from the Establishment by way of fees or other remuneration in
respect of their services to such Directors as were in default.

47.
LENGTH OF NOTICE FOR CALLING MEETINGS

47.1.
An Annual General Meeting shall be called by not le ss than twenty-one (21) days notice in
writing and a special general meeting called for th e passing of a special resolution shall be
called by not less than twenty-one (21) days notice in writing.
47.2.
All other special general meetings shall be called by not less than fourteen (14) days notice
in writing.
47.3.
The notice given under Articles 47.1 and 47.2 shall be exclusive of the day on which it is
served or deemed to be served and of the day for wh ich it is given, and shall specify the
place, day and time of the meeting, and, in the cas e of a special general meeting, the
general nature of the business to be considered.
47.4.
A meeting of an Establishment shall, notwithstandin g that it is called by shorter notice than
that specified in Articles
47.1 or 47.2 be deemed to have been duly called if it is so agreed:

(a)
in the case of a meeting called as the Annual Gener al Meeting, by all the Shareholders
entitled to attend and vote thereat; and
(b)
in the case of any other meeting, by a majority in number of the Shareholders having a
right to attend and vote at the meeting, being a ma jority together holding not less
than ninety-four percent (94%) in nominal value of the shares giving a right to attend
and vote at the meeting.

48.
FORM OF MEETING
48.1.
Unless the Articles of Association otherwise provid e, a meeting of Directors or of a
committee of Directors or of the Shareholders or an y class thereof may be held by means of
such telephone, electronic or other communication f acilities as permit all persons
participating in the meeting to communicate with ea ch other simultaneously, and
instantaneously, and participation in such a meetin g shall constitute presence in person at
such meeting.

49.
POWER OF THE AUTHORITY TO ORDER MEETING

49.1.
If for any reason it is impracticable to call a mee ting of an Establishment in any manner in
which meetings of that Establishment may be called, or to conduct the meeting of the
Establishment in a manner Prescribed by the Article s of Association or these Registration
Regulations, the Authority on the application of an y Director of the Establishment or of any
Shareholder of the Establishment who would be entit led to vote at the meeting, order a
meeting of the Establishment to be called, held and conducted in such manner as the
Authority thinks fit, and where any such order is m ade may give such ancillary or
consequential directions as it thinks expedient.
49.2.
Any meeting called, held and conducted in accordanc e with an order under Article 49.1
shall for all purposes be deemed to be a meeting of the Establishment, duly called, held
and conducted.

50.
VOTING AT MEETINGS

50.1.
Subject to the provisions of this Article, the Arti cles of Association of the Establishment and
to any rights or restrictions lawfully attached to any different classes of shares if any, at
any general meeting each Shareholder of the Establi shment shall be entitled to one vote for
each share held by him; such votes may be given in person or by proxy.
50.2.
Unless otherwise specified in these Registration Re gulations, at any general meeting of an
Establishment any question proposed for considerati on shall be decided on a simple

Registration R egulations – Version 2 Page 18 of 37

majority of votes or by such majority as the Articles of Association of the Establishment
may Prescribe, and such majority shall be ascertain ed in accordance with this Article.
50.3.
Subject to Article 50.4, it shall be lawful for any question proposed for consideration at a
general meeting of an Establishment to be decided o n a show of hands and in any such
case, and subject to any rights or restrictions for the time being lawfully attached to any
different classes of shares if any, every Sharehold er present in person or by proxy at such
meetings shall be entitled to one vote and shall ca st such vote by raising his hand.
50.4.
At any general meeting of an Establishment a declar ation by the chairman that a question
proposed for consideration has, on a show of hands, been carried or carried unanimously or
by a particular majority or lost and an entry to th at effect in a book containing the minutes
of the proceedings of the Establishment shall, subj ect to Article
50.4, be conclusive
evidence of that fact without proof of the number o r proportion of the votes recorded in
favour or against such question
50.5.
Notwithstanding Article 50.2, at any general meeting of an Establishment, i t shall be
lawful, in respect of any question proposed for the consideration of the Shareholders,
whether before or on the declaration of the result of a show of hands as provided for in
Article
50.2 for a poll to be demanded by any of the follow ing persons:

(a)
the chairman of such meetings; or
(b)
at least two Shareholders present in person, or rep resented by proxy and entitled to
vote; or
(c)
any Shareholders present in person or represented b y proxy and holding between them
not less than ten percent (10%) of the total voting rights of all the Shareholders having
the right to vote at such meeting.

50.6.
Where, in accordance with Article 50.4, a poll is demanded, and subject to any rights or
restrictions for the time being lawfully attached t o any different classes of shares if any,
every Shareholder present in person or by proxy at such meetings shall have one vote for
each share of which such person is the holder or fo r which such person holds a proxy and
such votes shall be counted in such manner as the A rticles of Association of the
Establishment may provide or, in default of such pr ovision, as the chairman may direct and
the result of such poll shall be deemed to be the r esolution of the meeting at which the
poll was demanded and shall replace any previous re solution upon the same matter which
has been the subject of a show of hands.
50.7.
A poll demanded, in accordance with Article 50.4, for the purpose of electing a chairman,
or on a question of adjournment, shall be taken for thwith and a poll demanded on any
other question shall be taken at such time at such meeting as the chairman may direct.
50.8.
In the case of an equality of votes, whether on a s how of hands or on a poll, the chairman
of the meeting at which such show of hands takes pl ace, or at which such poll is demanded,
shall, unless the Articles of Association of the Es tablishment otherwise provide, be entitled
to a second or casting vote.
50.9.
Nothing contained in this Article shall be construe d as prohibiting a Shareholder who is the
holder of two or more shares from appointing more t han one proxy to represent him and
vote on his behalf, whether on a show of hands or o n a poll, at a general meeting of the
Establishment or at a class meeting.

51.
RESOLUTION IN WRITING

51.1.
Subject to Article 51.3, anything which may be done by resolution of a n Establishment in
general meeting may, without a meeting and without any previous notice being required,
be done by resolution in writing signed by, or in t he case of a Shareholder that a
corporation whether or not an Establishment within the meaning of these Regulations, on
behalf of, all the Shareholders of the Establishmen t who at the date of the resolution would
be entitled to attend the meeting and vote on the r esolution.
51.2.
A resolution in writing may be signed by, or, in th e case of a Shareholder that is a
corporation whether or not an Establishment within the meaning of these Regulations, on

Registration R egulations – Version 2 Page 19 of 37

behalf of, all the Shareholders of an Establishment, in as many counterparts as may be
necessary.
51.3.
A resolution in writing made in accordance with thi s Article is as valid as if it had been
passed by the Establishment in general meeting or b y a meeting of the relevant class of
Shareholders of the Establishment, as the case may be and any reference in any enactment
to a meeting at which a resolution is passed or to Shareholders voting in favour of a
resolution shall be construed accordingly.
51.4.
Articles 51.1 to 51.2 shall not apply to:

(a)
a resolution passed pursuant to Article 62.3; or
(b)
a resolution passed for the purpose of removing a D irector before the expiration of his
term of office under Article
69.

51.5.
A resolution in writing signed by all the Directors entitled to receive notice of a meeting of
the Directors or signed by all Shareholders of a co mmittee of Directors entitled to receive
notice of a meeting of a committee is as valid as i f it had been passed at a meeting of
Directors or, as the case may be, Authority duly ca lled and constituted and any reference in
any enactment to a meeting at which a resolution is passed or to Directors or a committee
of Directors voting in favour of a resolution shall be construed accordingly. Such resolution
may be in as many counterparts as are necessary.
51.6.
For the purposes of this Article, the date of the r esolution is the date when the resolution
is signed by, or on behalf of, the last, as the cas e may be, Director to sign and any
reference in any enactment to the date of passing o f are solution is, in relation to a
resolution made in accordance with this Article, a reference to such date.
51.7.
A resolution in writing made in accordance with thi s Article shall constitute minutes for the
purposes of Articles
55 and 56.

52.
REPRESENTATION OF CORPORATION AT MEETINGS

52.1.
A corporation, whether an Establishment within the meaning of these Registration
Regulations or not, may:
(a)
if it is a Shareholder of another corporation, bein g an Establishment within the
meaning of these Registration Regulations, authoriz e such person as it thinks fit to act
as its representative at any meeting of the Establi shment or at any meeting, of any
class of Shareholders of the Establishment; and
(b)
if it is a creditor (including a holder of Debentur es) of another corporation, being an
Establishment within the meaning of these Regulatio ns, authorize such person as it
thinks fit to act as its representative at any meet ing of any creditors of the
Establishment held in pursuance of these Registrati on Regulations or any applicable
Rules, Standards or Policies, or in pursuance of th e provisions contained in any
Debenture or trust deed, as the case may be.
52.2.
A person authorized as aforesaid shall be entitled to exercise the same powers on behalf of
the corporation which it represents as that corpora tion could exercise if it were an
individual Shareholder, creditor or holder of Deben tures of that other company.

53. CIRCULATION OF SHAREHOLDER RESOLUTION

53.1.
Subject to this Article it shall be the duty of an Establishment, on the requisition in writing
of such number of shareholders as is hereinafter sp ecified, at the expense of the
requisitions unless the Establishment otherwise res olves:

(a)
to give to Shareholders of the Establishment entitl ed to receive notice of the next
Annual General Meeting notice of any resolution whi ch may properly be moved and is
intended to be moved at that meeting; and

Registration R egulations – Version 2 Page 20 of 37

(b) to circulate to Shareholders entitled to have notice of any general meeting sent to
them any statement with respect to the matter refer red to in any proposed resolution
or the business to be dealt with at that meeting.
53.2.
The number of Shareholders necessary for a requisit ion under Article 53.1 shall be:

(a)
either any number of Shareholders representing not less than ten percent (10%) of the
total voting rights of all the Shareholders having at the date of the requisition a right
to vote at the meeting to which the requisition rel ates; or
(b)
not less than five (5) Shareholders.
53.3.
Notice of any such intended resolution shall be giv en, and any such statement shall be
circulated, to Shareholders of the Establishment en titled to have notice of the meeting sent
to them by serving a copy of the resolution or stat ement on each such Shareholder in any
manner permitted for service of notice of the meeti ng, and notice of any such resolution
shall be given to any other Shareholders of the Est ablishment by giving notice of the
general effect of the resolution in any manner perm itted for giving him notice of meetings
of the Establishment provided that the copy shall b e served, or notice of the effect of the
resolution shall be given, as the case may be, in t he same manner and, so far as
practicable, at the same time as notice of the meet ing and, where it is not practicable for
it to be served or given at that time, it shall be served or given as soon as practicable
thereafter.

54.
CONDITIONS TO BE MET BEFORE ESTABLISHMENT BOUND TO GIVE NOTICE OF RESOLUTION

54.1.
An Establishment shall not be bound under Article 53 to give notice of any resolution or to
circulate any statement unless:
(a)
a copy of the requisition signed by the requisition s, or two or more copies which
between them containing the signatures of all the r equisitions, is deposited at the
Registered office of the Establishment:
(i)
requiring notice of a resolution, not less than twe nty-one (21) days before the
meeting; and
(ii)
in the case of any other requisition, not less than one week before the meeting;
and
(iii)
there is deposited or tendered with the requisition a sum reasonably sufficient to
meet the Establishment’s expenses in giving effect thereto, provided that if, after
a copy of the requisition requiring notice of a res olution has been deposited at the
registered office of the Establishment, an Annual G eneral Meeting is called for a
date twenty-one (21) days or less after the copy ha s been deposited.

55.
MINUTES OF PROCEEDINGS TO BE KEPT

55.1.
Every Establishment shall cause minutes of all proc eedings of general meetings and of all
proceedings of meetings of its Directors to be ente red in books kept for that purpose and
such minutes shall be signed by the person presidin g over the proceedings.
55.2.
Minutes prepared in accordance with Article 55.1 shall be kept by the secretary or other
Officer of the Establishment at the registered offi ce of the Establishment and shall be
evidence of the proceedings and until the contrary is proved, the proceedings shall be
deemed to have been duly held and convened and the business conducted thereat shall be
deemed to be valid.
55.3.
If default is made in complying with Article 55.1 the Establishment may be subject to
Sanctions.

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56. INSPECTION OF MINUTE BOOKS

56.1.
Minutes of general meetings of an Establishment sha ll be open for inspection by any
Director of the Establishment without charge for no t less than two (2) hours during business
hours each day, subject to such reasonable restrict ions as the Establishment may impose.
56.2.
Any Shareholder or Director shall be entitled to be furnished, within seven (7) days after it
has made a request to the Establishment, with a cop y of any such minutes on the payment
of a reasonable charge sufficient to meet the Estab lishment’s expenses in giving effect
thereto.
56.3.
In the case of any such refusal or default, the com petent court may by order, compel an
immediate inspection of the minutes or direct that the copies required shall be sent to the
persons properly requiring them.

57.
KEEPING OF BOOKS OF ACCOUNT

57.1.
Every Establishment shall cause to be kept proper R ecords of account with respect to:

(a)
all sums of money received and expended by the Esta blishment and the matters in
respect of which the receipt and expenditure takes place; and
(b)
all sales and purchases of goods by the Establishme nt; and
(c)
the assets and liabilities of the Establishment.

57.2.
The Records of account shall be kept at the registe red office of the Establishment and shall
at all times be open to inspection by the Directors .
57.3.
In the case of Records of account not being made av ailable for inspection by a Director the
Authority may by order compel immediate inspection of such Records.
57.4.
If an Establishment fails to comply with this Artic le the Establishment may be subject to
Sanctions.

58.
DUTY TO PREPARE ESTABLISHMENT ACCOUNTS

58.1.
The Directors of every Establishment shall prepare for each financial year of the
Establishment:
(a)
a balance sheet as at the last day of the year; and
(b)
a profit and loss account in the form Prescribed in the Establishment’s Articles of
Association. Such annual accounts will form part of the Establishment’s financial
statements.

58.2.
In the case of a failure to comply with this Articl e every person who was a Director of the
Establishment immediately before the end of the per iod for delivery accounts and reports
for the financial year in question is guilty of an offence and the Establishment may be
subject to Sanctions.

59.
FINANCIAL STATEMENTS TO BE LAID BEFORE GENERAL MEET ING

59.1.
The Directors of every Establishment shall, for eac h financial year, lay before the
Establishment in general meeting:
(a)
financial statements for such period which shall in clude:-
(i)
a statement of the results of operations for such p eriod (i.e. a profit and loss
account); and
(ii)
a statement of retained earnings or deficit; and
(iii)
a balance sheet at the end of such period; and
(iv)
a statement of changes in financial position for su ch period; and
(v)
notes to the financial statements and the notes the reto shall be in accordance

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with Article 59.2; and
(vi)
such further information as required by these Regul ations, any applicable
rules, standards and policies issued by the Authori ty from time to time and the
Establishment’s own Memorandum and Articles of Asso ciation; and
(b)
the report of the auditors as set out in Article 63.2 in respect of the financial
statements described in Article
59.1 (a).

59.2.
The notes mentioned in Article 59.1 (v) shall include a description of the generally ac cepted
accounting principles used in the preparation of th e financial statements, which principles
shall be such accepted accounting principles as may be appointed by the Authority under
Article
59.5 and where the generally accepted accounting pr inciples used are other than
those of the Freezone, the notes shall identify the generally accepted accounting principles
so used.
59.3.
Establishment, be signed on the balance sheet page by two of the Directors of the
Establishment.
59.4.
Notwithstanding Article 59.1 if at a general meeting at which financial sta tements should
be laid, the statements have not been so laid; it s hall be lawful for the chairman to adjourn
the meeting for a period of up to ninety days or su ch longer period as the Shareholders may
agree.
59.5.
The Authority may appoint generally accepted accoun ting principles promulgated by an
accounting standard setting body which may be eithe r International Accounting Standards
(IAS) or such other standards as the Authority may determine from time to time.

60.
RIGHT TO RECEIVE COPIES OF FINANCIAL STATEMENTS

60.1.
A copy of the financial statements of an Establishm ent, including every document required
by these Regulations or the Articles of Association of the Establishment shall be made
available to every Shareholder of the Establishment and, if such financial statements and
other documents are not sent to each Shareholder se ven (7) days before the general
meeting, any Shareholder may move a resolution at t he general meeting that it be
adjourned for seven (7) days provided that this Art icle shall not require the making
available of the financial statements and other doc uments to:

(a)
any person not entitled to receive notices of gener al meetings; and
(b)
more than one of the joint holders of any shares; a nd
(c)
any person whose address is not known to the Establ ishment.

61.
POWER TO WAIVE LAYING OF ACCOUNTS AND APPOINTMENT O F AUDITOR

61.1.
Notwithstanding Articles 12.2 (d) and 12.2 (f), but subject to the prior written approval of
the Authority, which may be withheld at the Authori ty’s sole discretion, if all Shareholders
of an Establishment agree that in respect of a part icular financial year or other interval no
financial statements or auditor’s report thereon ne ed be laid before a general meeting or
that no auditor shall be appointed to the close of the next Annual General Meeting then
there shall, subject to any requirement to the cont rary under the Authority’s Licensing
Regulation, be no obligation to lay financial state ments for such period or to appoint an
auditor until the close of the next Annual General Meeting, as the case may be.
61.2.
For the purposes of Article 61.1 all the Shareholders of an Establishment shall be deemed
to have agreed at a general meeting if either:
(a)
all the Shareholders are present in person at the m eeting and agree; or
(b)
if some of the Shareholders are not present in pers on at the meeting then if the
Shareholders present in person at the meeting agree and there are produced at the
meeting statements in writing signed by the Shareho lders not present in person stating
that they agree.

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62. APPOINTMENT OF AUDITOR

62.1.
The Shareholders of an Establishment at the Inaugur al Meeting shall appoint one or more
auditors to hold office until the close of the next Annual General Meeting, and, if the
Shareholders fail to do so, the Directors shall for thwith make such appointment or
appointments.
62.2.
The Shareholders of an Establishment at each Annual General Meeting shall appoint one or
more auditors to hold office until the close of the next Annual General Meeting, and, if an
appointment is not so made, the auditor already in office shall continue in office until a
successor is appointed.
62.3.
The Shareholders, by a special resolution cast at a general meeting of which notice
specifying the intention to pass such resolution wa s given, may remove any auditor before
the expiration of his term of office, and shall by a majority of the votes cast at that
meeting appoint another auditor in its stead for th e remainder of its term.
62.4.
The remuneration of an auditor appointed by the Sha reholders shall be fixed by the
Shareholders or by the Directors, if they are autho rized to do so by the Shareholders, and
the remuneration of an auditor appointed by the Dir ectors shall be fixed by the Directors.
62.5.
No person shall be appointed as auditor of an Estab lishment who is an officer or employee
of that Establishment or of an affiliated company o r who is a partner, employer or
employee of any such officer or employee.

63.
AUDIT

63.1.
The auditor shall audit any financial statements to be laid pursuant to Article 59 as will
enable the auditor to report to Shareholders.
63.2.
Based on the results of the audit under Article 63.1 which audit shall be made in
accordance with generally accepted auditing standar ds as defined in Article
59.5, the
auditor shall make a report to the Shareholders.
63.3.
The generally accepted auditing standards referred to in Article 63.2 may be those of the
Freezone, a country or jurisdiction other than the Freezone or such other generally
accepted auditing standards as may be appointed by the Authority under Article
59.5 for
the purpose of this Article
63.3 and where the generally accepted auditing stan dards used
are other than those of the Freezone, the report of the auditor shall identify the generally
accepted auditing standards used and the auditor’s opinion of this appropriateness and of
the general nature, extent and effect of the same.
63.4.
No action shall lie against an auditor in the perfo rmance of any function as an auditor
contemplated by these Regulations except in the ins tance of:
(a)
the Establishment who engaged the auditor to perfor m such function; or
(b)
any other person expressly authorized by the audito r to rely on his work.

64.
ELECTION OF DIRECTORS

64.1.
The affairs of the Establishment shall be managed b y one or more Directors who shall be
individuals elected in the first place by Ordinary Resolution at the Inaugural Meeting and
thereafter by Ordinary Resolution at each Annual Ge neral Meeting of the Establishment.
64.2.
A general meeting of an Establishment may by Ordina ry Resolution authorize the Directors
of the Establishment to elect or appoint on their b ehalf an individual or individuals to act
as Directors up to a maximum determined by the Shar eholders by Ordinary Resolution in a
general meeting to those elected at the general mee ting, but which shall not be more than
four (4).
64.3.
Any individual may be appointed as an alternate Dir ector by or in accordance with an
Ordinary Resolution of the Shareholders or by a Dir ector in such manner as may be provided
in the Articles of Association, and the individual so appointed shall have all the rights and
powers of the Director for whom he is appointed in the alternative, except that he shall not

Registration R egulations – Version 2 Page 24 of 37

be entitled to attend and vote at any meeting of the Directors otherwise than in the
absence of such Director.
64.4.
An alternate Director shall only be a Director for the purposes of these Regulations and
shall only be subject to the provisions of these Re gulations insofar as they relate to the
duties and obligations of a Director when performin g the functions of the Director for whom
he is appointed in the alternative.
64.5.
So long as a quorum of Directors remains in office, unless the Articles of Association of an
Establishment otherwise provide, any vacancy occurr ing in the board of Directors may be
filled by such Directors as remain in office. If no quorum of Directors remains the vacancy
shall be filled at a general meeting of Shareholder s.

65.
REPRESENTATION OF DIRECTOR BY ANOTHER DIRECTOR

65.1.
Subject to any express provision to the contrary in the Articles of Association of the
Establishment, a Director of the Establishment may appoint another Director of the
Establishment to represent him and to vote on his b ehalf at any meeting of the Directors of
the Establishment provided that a Director so appoi nted:

(a)
shall not be entitled to vote at any such meeting o n behalf of the Director who
appointed him if the Director who appointed him is himself present at that meeting;
and
(b)
may, subject to Article 65.1 (a) vote at any such meeting on his own behalf as w ell as
on behalf of the Director who appointed him.

65.2.
An appointment made under Article 65.1:

(a)
shall not have effect unless notice thereof is give n in writing to the secretary of the
Establishment by the Director making the appointmen t; and
(b)
may be either general or in respect of a particular meeting or meetings specified in
the notice of appointment; and
(c)
may be revoked at any time by notice in writing giv en to the secretary of the
Establishment by the Director making the appointmen t.

66. DIRECTORS ENTITLED TO RECEIVE NOTICE OF MEETINGS

66.1.
The Directors of an Establishment shall upon writte n request deposited at the registered
office of the Establishment be entitled to receive notice of, and to attend and be heard at,
any or all general meetings.
66.2.
Notwithstanding Article 47 a notice given under Article 66 shall be valid if in all the
circumstances, such notice is reasonable.

67.
APPOINTMENT OF SECRETARY

67.1.
The Directors of an Establishment may appoint a sec retary to the Establishment who may
also be a Director of the Establishment and who sha ll hold office in accordance with the
Articles of Association.
67.2.
Anything required or authorized to be done by or to the secretary may, if the office is
vacant or there is for any other reason no secretar y capable of acting, be done by or to any
assistant or deputy secretary or, if there is no as sistant or deputy secretary capable of
acting, by or to any officer of the Establishment a uthorized generally or specially in that
regard by the Directors.

68. REGISTER OF DIRECTORS AND OFFICERS

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68.1. Every Establishment shall keep at its registered office a register of Directors and officers
and the register shall, with respect to the particu lars to be contained in it of those persons,
comply with Article
68.5.
68.2.
The Establishment shall enter on its register the p articulars of the following changes, within
the period of fourteen (14) days from the occurrenc e of:
(a)
any change among its Directors or in its officers; or
(b)
any change in the particulars contained in the regi ster,

68.3.
The register shall, during the business hours (subj ect to such reasonable restrictions as the
Establishment may impose, so that not less than two (2) hours in each day be allowed for
inspection), be open for inspection by Shareholders and Directors.
68.4.
In the case of a refusal or default, the Authority may, by order, compel an immediate
inspection of the register.
68.5.
The register shall contain the following particular s with respect to each Director and
officer:
(a)
in the case of an individual, his first name, surna me and address; and
(b)
in the case of an Establishment, its name and regis tered office.

68.6.
Each Establishment shall file with the Authority, i n a manner to be Prescribed by the
Authority, details of any change in the persons or the particulars of the persons who are
Directors and officers of the Establishment within fourteen (14) days of such change taking
place.

69. REMOVAL OF DIRECTORS

69.1.
Subject to its Articles of Association, the Shareho lders of an Establishment may, at a
special general meeting called for that purpose, re move by Ordinary Resolution a Director,
provided that notice of any such meeting shall be s erved on the Director concerned not less
than fourteen (14) days before the meeting and such Director shall be entitled to be heard
at such meeting and provided further that nothing i n this Article shall have effect to
deprive any person of any compensation or damages w hich may be payable to him in
respect of the termination of his appointment as a Director or of any other appointment
with the Establishment.
69.2.
A vacancy created by the removal of a Director at a special general meeting may be filled
at that meeting by the election of another Director in his place or in the absence of any
such election by the other Directors.

70. UNDISCHARGED BANKRUPT NOT TO TAKE PART IN MANAGEMEN T OF AN ESTABLISHMENT

70.1.
No undischarged bankrupt in any country may act as Director of, or directly or indirectly
take part in or be concerned in the management of, any Establishment except with the
leave of the Authority.

71.
PROHIBITION OF LOANS TO DIRECTORS WITHOUT CONSENT O F SHAREHOLDERS

71.1.
Without the consent of any Shareholders holding in the aggregate not less than ninety
percent (90%) of the total voting rights of all the Shareholders having the right to vote at
any meeting of the Shareholders it shall not be law ful for an Establishment to make a loan
to any person who is its Director or a Director of its holding company, or to enter into any
guarantee and/or indemnity or provide any security in connection with a loan made to such
person as aforesaid by any other person provided th at nothing in this Article shall apply
either:
(a)
subject to Article (2) to anything done to provide any such person as aforesaid with
funds to meet expenditure incurred or to be incurre d by him for the purposes of the
Establishment or for the purpose of enabling him pr operly to perform his duties as an
officer of the Establishment; and

Registration R egulations – Version 2 Page 26 of 37

(b) in the case of an Establishment whose ordinary business includes the lending of money
or the giving of guarantees in connection with loan s made by other persons, to
anything done by the Establishment in the ordinary course of that business.
71.2.
The provision stated at Article 71.1 shall not authorize the making of any loan, or quasi-
loan or the entering into any guarantee and/or inde mnity or credit transaction, or the
provision of any security, except either:
(a)
with the prior approval of the Establishment given at a general meeting at which the
purposes of the expenditure and the amount of the l oan or quasi loan or the extent of
the guarantee and/or indemnity, credit transaction or security, as the case may be,
are disclosed; or
(b)
on condition that, if the approval of the Establish ment is not given as aforesaid at or
before the next following Annual General Meeting, t he loan shall be repaid or the
liability under the guarantee and/or indemnity, cre dit transaction or security shall be
discharged, as the case may be, within six (6) mont hs from the conclusion of that
meeting.
71.3.
Where the approval of the Establishment is not give n as required by any such condition, the
Directors authorizing the making of the loan or qua si loan, or the entering into the
guarantee and/or immunity, credit transaction or th e provision of the security, shall be
jointly and severally liable to indemnify the Estab lishment against any loss arising
therefrom.
71.4.
A loan shall be deemed to be a loan to a Director i f it is made to:
(a)
the spouse or children of a Director; or
(b)
an Establishment (other than an Establishment which is a holding company or
subsidiary of the Establishment making the loan) wh ich a Director, his spouse or
children own or control directly or indirectly more than twenty percent (20%) of the
capital or loan debt.
71.5.
For the purposes of this Article a loan shall not b e deemed to have been made in the
ordinary course of business of an Establishment if it has not been made on normal
commercial terms in respect of interest rates, repa yment terms and security.

72.
DUTY OF CARE OF OFFICERS

72.1.
Every officer of an Establishment in exercising his powers and discharging his duties shall:

(a)
act honestly and in good faith with a view to the b est interests of the Establishment;
(b)
exercise the care, diligence and skill that a reaso nably prudent person would exercise
in comparable circumstances;
(c)
not make a secret profit and must seek to avoid put ting themselves in a position where
their interests conflict with those of the Establis hment; and
(d)
exercise their powers only for the purpose for whic h they were given.

72.2.
Every officer of an Establishment shall comply with these Registration Regulations and the
Articles of Association of the Establishment and wi th the terms of any service contract
entered into between the Establishment and the offi cer.

72.3.
Without in any way limiting the generality of Artic le 72.1 an officer of the Establishment
shall be deemed not to be acting honestly and in go od faith if:
(a)
he fails on request to make known to the auditors o f the Establishment full details of:
(i)
any emolument, pension or other benefit that he has received or it is agreed
that he should receive from the Establishment or an y of the Establishment’s
subsidiaries; or
(ii)
any loan he has received or is to receive from the Establishment or any of its
subsidiaries;

Registration R egulations – Version 2 Page 27 of 37

(b) he fails to disclose at the first opportunity at a meeting of Directors or by writing to
the Directors:
(i)
his interest in any material contract or proposed m aterial contract with the
Establishment or any of its subsidiaries; or
(ii)
his material interest in any person that is a party to a material contract or
proposed material contract with the Establishment o r any of its subsidiaries.

72.4.
For the purposes of this Article:
(a)
a general notice to the Directors of an Establishme nt by an officer of the
Establishment declaring that he is an officer of or has a material interest in a person
and is to be regarded as interested in any contract with that person is a sufficient
declaration of interest in relation to any such con tract;
(b)
the word “material” in relation to a contract or pr oposed contract shall be construed as
relating to the materiality of that contract or pro posed contract in relation to the
business of the Establishment to which disclosure m ust be made;
(c)
an interest occurring by reason of the ownership or direct or indirect control of not
more than ten percent (10%) of the capital of a per son shall not be deemed material.

72.5.
An officer is not liable if he relies in good faith upon:

(a)
financial statements of the Establishment represent ed to him by another officer of the
Establishment; or
(b)
a report by a legal advisor, accountant, engineer, appraiser or other person whose
profession lends credibility to a statement made by him.

72.6.
Nothing in this Article shall be taken to prejudice any provision of the Articles of
Association of an Establishment restricting Officer s of an Establishment from having any
interest in contracts with the Establishment.

73.
EXEMPTION, INDEMNIFICATION AND LIABILITY OF OFFICER S

73.1.
Subject to Article 73.2 an Establishment may in its Articles of Associ ation or in any contract
or arrangement between the Establishment and any Of ficer, or any person employed by the
Establishment as auditor, exempt such Officer or pe rson from, or indemnify him in respect
of any negligence, default, breach of duty or breac h of trust of which the officer or person
may be guilty in relation to the Establishment or a ny subsidiary thereof.
73.2.
Any provision, whether contained in the Articles of Association of an Establishment or in
any contract or arrangement between the Establishme nt and any Officer, or any person
employed by the Establishment as auditor, exempting such officer or person from, or
indemnifying him against any liability which by vir tue of any rule of law would otherwise
attach to him in respect of any fraud or dishonesty of which it may be guilty in relation to
the Establishment shall be void provided that:

(a)
nothing in this Article shall operate to deprive an y person of any exemption or right to
be indemnified in respect of anything done or to be done by him while any such
provision was in force; and
(b)
notwithstanding anything in this Article an Establi shment may, in pursuance of any
such provision as aforesaid indemnify any such offi cer or auditor against any liability
incurred by him in defending any proceedings, wheth er civil or criminal in which
judgment is given in his favour or in which it is a cquitted or when relief is granted to
him by a court of competent jurisdiction.

74.
INSURANCE OF OFFICERS

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74.1. An Establishment may purchase and maintain insurance for the benefit of any officer of the
Establishment against any liability incurred by him under Article
73 in his capacity as an
officer of the Establishment or indemnifying such a n officer in respect of any loss arising or
liability attaching to him by virtue of any rule or law in respect of any negligence, default,
breach of duty or breach of trust of which the offi cer may be guilty in relation to the
Establishment or any subsidiary thereof and nothing in these Registration Regulations shall
make void or avoidable any such policy.

75.
LIABILITY OF AUDITOR OR OFFICER

75.1.
Where an auditor or an Officer is found liable to a ny person for damages arising out of the
performance of any function as such auditor or Offi cer as contemplated by these
Registration Regulations, then the following provis ions of this Article shall apply.
75.2.
An auditor or Officer may be liable jointly and sev erally only if it is proved that he
knowingly engaged in fraud or dishonesty.
75.3.
In any case other than that contemplated by Article 75.2, the liability of the auditor or
Officer, as the case may be, shall be determined as follows:
(a)
the Court shall determine the percentage of respons ibility of the plaintiff, of each of
the defendants, and of each of the other persons al leged by the parties to have caused
or contributed to the loss of the plaintiff. In con sidering the percentages of
responsibility, the Court shall consider both the n ature of the conduct of each person
and the nature and extent of the causal relationshi p between the conduct and the loss
claimed by the plaintiff;
(b)
the liability of the auditor or Officer, as the cas e may be, shall be equal to the total
loss suffered by the plaintiff multiplied by the au ditor’s or Officers, as the case may
be, percentage of responsibility as determined unde r this Article.
75.4.
No auditor or Officer whose liability is determined under Article 75.3 hereof shall have any
liability in respect of any judgment entered agains t any other party to the action.
75.5.
Except where agreed in writing between the parties, where the liability of an auditor or
officer has been determined in accordance with Arti cle
75.3 no other person shall have any
right to recover from such auditor or officer any p ortion of any judgment entered against
such other person in respect of the action.

76.
PERSONAL INTEREST

76.1.
If a Director has a personal interest (direct or in direct) in any matter to be discussed at a
board meeting, he must formally declare to the othe r Directors in a board meeting that he
has such an interest.
76.2.
A Director shall be prevented from voting and count ing in the quorum on any matter in
which he has an interest and it has been declared i n accordance with this Article.

77.
DIRECTOR SERVICE CONTRACTS

77.1.
The terms of any service or employment contract for a Director that is for a fixed term in
excess of one (1) year must be approved by an Ordin ary Resolution of the Shareholders in
general meeting.
77.2.
Any service or employment contract that provides fo r notice periods of more than three (3)
months must be disclosed in the annual report of th e Directors.

78. RETENTION OF INFORMATION

78.1.
Copies of minutes referred to in Article 55 and financial statements referred to in Article
0 59 shall be preserved in the registered office of t he Establishment for a period of not less
than six (6) years from the date when they were fir st required.

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PART SEVEN
79. AMALGAMATION OF COMPANIES

79.1.
Two (2) or more companies which are incorporated in the Freezone, may, subject to the
consent of the Authority given in its absolute disc retion and pursuant to the provisions of
these Registration Regulations amalgamate and conti nue as one Establishment and, if a
Licence has been granted to one or more of these co mpanies, these Registration
Regulations governing such Licence shall continue i n effect for the surviving Establishment,
subject to the Authority’s consent.

80. SURVIVAL OF ESTABLISHMENT ON AMALGAMATION OF ONE OR MORE COMPANIES

80.1.
One or more Establishments and one or more bodies i ncorporated outside of the Freezone
(each such body hereinafter in these Registration R egulations referred to as an “outside
Company”) may apply to the Authority for consent to amalgamate and continue as an
Establishment registered in the Freezone to which t he provisions of these Registration
Regulations and any other applicable Regulations sh all apply.
80.2.
An application for consent under Article 80.1 shall be in such form, and be accompanied by
an application fee and such documents, as the Autho rity may determine, including
documentary proof, satisfactory to the Authority, t hat the Establishment has obtained all
necessary authorizations required under the laws of the country in which it was
incorporated to enable it to make the application.

81.
SURVIVAL OF FOREIGN CORPORATION ON AMALGAMATION OF ONE OR MORE COMPANIES AND
ONE OR MORE FOREIGN CORPORATIONS

81.1.
One or more Establishments and one or more foreign corporations may apply to the
Authority for consent to amalgamate and continue as a foreign corporation (in this Article
81 and in Articles 82 and 83 referred to as “the surviving corporation”) to w hich the
provisions of the laws of the jurisdiction of incor poration of the surviving corporation shall
apply.
81.2.
An application for consent under Article 81 shall be in such form, and shall be accompanied
by an application fee and supported by such documen ts as the Authority may determine
and such documents shall include:-
(a)
a certified copy of a resolution of the shareholder s of each amalgamating company (in
this Article
81 and in Articles 82 and 83 referred to as an “amalgamating company”)
passed in a general meeting provided that in the ca se of an Establishment having only
one shareholder, one shareholder present in person or by proxy constitutes the
necessary quorum; or if so authorised by the Articl es of Association, a certified copy of
a resolution of the Board of Directors of each amal gamating company approving the
amalgamation and naming the country or jurisdiction outside the zone of the surviving
corporation; and

(b)
a declaration signed by an officer of each amalgama ting company declaring that there
are reasonable grounds for believing that :-
(i)
the amalgamating company is, and the surviving corp oration will be, able to
pay its liabilities as they become due; and
(ii)
the realisable value of the surviving corporation’s assets will not be less than
the aggregate of its liabilities and issued capital of all classes; and
(iii)
either no creditor will be prejudiced by the amalga mation or adequate notice
has been given to all known creditors of such compa ny and no creditor objects
to the amalgamation otherwise than on grounds that are frivolous or vexatious;
and

Registration R egulations – Version 2 Page 30 of 37

(c)
documentary proof, satisfactory to the Authority, t hat each amalgamating company
being a foreign corporation (in this Article
81 referred to as an “amalgamating foreign
corporation”) has obtained all necessary authorisat ions required under the laws of the
country or jurisdiction in which it was incorporate d to enable it to make the
application.

82. AUTHORITY’S REFUSAL TO GRANT CONSENT

82.1.
Where the Authority refuses to grant its consent un der Articles 80 or 81 it shall not be
bound to assign any reason therefore, and its decis ion shall not be subject to appeal or
review in any court.

83.
IMPLEMENTING REGULATIONS

83.1.
The Authority may make Implementing Regulations for carrying out the purposes of this
Part 7.

PART EIGHT

84.
INVESTIGATION OF ESTABLISHMENT AFFAIRS

84.1.
Any Shareholders or creditors or officers of the Es tablishment may make an application to
the Court by petition for an order to appoint one o r more competent inspectors to
investigate the affairs of an Establishment and to report on them as the Court may direct.
84.2.
The Court may, before appointing inspectors, requir e the applicant, to give security, to an
amount as may be Prescribed for payment of the cost s of the investigation.
84.3.
This Article applies whether or not the Establishme nt is being wound up.
84.4.
Article 84.1 shall apply in order to investigate the affair s of an Establishment.
84.5.
All officers and agents of the Establishment shall produce to the inspector all books and
documents in their custody or power.
84.6.
An inspector may examine the officers and agents of the Establishment in relation to its
business.
84.7.
On the conclusion of the investigation the inspecto r shall report his opinion to the Court,
and a copy of the report shall be forwarded by the Court to the Establishment and a further
copy may in the Court’s discretion, at the request of the applicants for the investigation, be
delivered to them. Upon receipt of any report under this Article, the Establishment must
promptly forward a copy to the Authority for the Au thority’s information and the provision
of the report to the Authority shall not imply or i mpose any liability or responsibility on the
Authority to take any act, or refrain from taking a ny act, in respect of the report or the
Establishment.
84.8.
All expenses of and incidental to the investigation shall be defrayed by the applicants,
unless the Court directs that they be paid by the E stablishment.

85.
ALTERNATIVE REMEDY TO WINDING UP IN CASES OF OPPRES SIVE OR PREJUDICIAL CONDUCT

85.1.
Any Shareholder of an Establishment who complains t hat the affairs of the Establishment
are being conducted or have been conducted in a man ner oppressive or prejudicial to the
interests of some part of the Shareholders, includi ng himself, the Shareholder may make an
application to the Court by petition for an order u nder this Article.

85.2.
If on any such petition the Court is of the opinion :

(a)
that the Establishment’s affairs are being conducte d or have been conducted as
aforesaid; and

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(b) that to wind-up the Establishment would unfairly prejudice that part of the
Shareholders, but otherwise the facts would justify the making of a winding-up order
on the ground that it was just and equitable that t he Establishment should be wound
up, the Court may, with a view to bringing to an en d the matters complained of, make
such order as it thinks fit, whether for regulating the conduct of the Establishment’s
affairs in the future, or for the purchase of the s hares of any Shareholders of the
Establishment by other Shareholders of the Establis hment or by the Establishment and,
in the case of a purchase by the Establishment, for the reduction accordingly of the
Establishment’s capital, or otherwise.
(c)
Where an order under this Article makes an alterati on in or addition to any
Establishment’s Memorandum or Articles of Associati on, then, notwithstanding
anything in any other Article of these Registration Regulations, but subject to the
provisions of the order, the Establishment concerne d shall not have power without the
leave of the Court to make further alteration in or addition to the Memorandum or
Articles of Association as so altered or added to a ccordingly.
PART NINE

86.
MODES OF WINDING UP

86.1.
The winding up of an Establishment shall be made in accordance with the Commercial
Companies Law as if the Establishment were a limite d liability company formed pursuant
thereto, with the exception that all rights and res ponsibilities vested in the competent
authority thereunder shall instead be vested in the Authority and all references to the
commercial register shall be to the Register mainta ined by the Authority.
86.2.
For the avoidance of doubt, however, no Establishme nt shall be considered a limited
liability company with regard to any other provisio ns of such Commercial Companies law.

PART TEN

87. REGISTRATION OF BRANCH

87.1.
Subject to the provisions of any relevant Authority ’s Licensing Regulations and the Overseas
Establishment meeting any specified criteria and re quirements Prescribed by the Authority
in accordance with the Guidelines, an Overseas Esta blishment wishing to establish a Branch
in the Freezone shall apply to the Authority for pr ior approval.
87.2.
Subject to any other applicable regulations of the Authority as may be adopted from time
to time and to any waiver which the Authority may e xercise from time to time, an
application for approval to establish a Branch in t he Freezone shall:

(a)
be made to the Authority in such form and manner as the Authority may require from
time to time;
(b)
be accompanied by all the documents and information stipulated in the Authority’s
Guidelines issued from time to time; and
(c)
the Authority reserves the right to request any suc h other documents or information as
the Authority may in its absolute discretion requir e from time to time

88.
GRANT OR REFUSAL OF APPLICATION TO REGISTER A BRANC H

88.1.
The Authority may, upon receipt of an application d uly made in accordance with Article 87
and after being provided with (or after having waiv ed the requirement to be provided with)
all such information, documents and reports as requ ired under the applicable Regulations,
grant or refuse the application.

Registration R egulations – Version 2 Page 32 of 37

88.2. Where the Authority refuses to grant an application to establish a Branch it shall give
written notice of that fact to the applicant but sh all not be bound to provide any reason for
its refusal.

89. PROHIBITION OF REGISTRATION OF BRANCH WITH UNDESIRA BLE NAME

89.1.
No Branch shall be registered with a name which in the opinion of the Authority is
undesirable. All Branches must include the Overseas Establishment name as part of their
operating name at the Freezone.

90.
PRINCIPAL REPRESENTATIVES

90.1.
Every Branch shall appoint and maintain a principal representative in the Freezone and
shall give notice in writing to the Authority of su ch particulars of its principal
representative as the Authority may determine.
90.2.
If any particulars of a principal representative ar e altered, the Branch shall notify the
Authority and give in writing particulars of the al teration.

91. REGISTER OF BRANCH

91.1.
The Authority shall keep a register of Branches in such form as it shall determine but which
shall show:
(a)
the name of the Branch and, if different, the Estab lishment or Overseas Establishment
or body; and
(b)
the principal place in the Freezone from which the Branch engages in or carries on any
trade or business in the Freezone and the address o f its registered office outside the
Freezone; and
(c)
the date and place of incorporation of its parent O verseas Establishment; and
(d)
a copy of the certificate of registration/incorpora tion of the parent Overseas
Establishment.

92. OVERSEAS ESTABLISHMENT NOT TO CARRY ON BUSINESS WIT HOUT A LICENCE

92.1.
An Overseas Establishment shall not engage in or ca rry on or purport to carry on any trade
or business activity in the Freezone, except under and in accordance with the Authority’s
Licensing Regulations and the terms of any Licence issued pursuant to such Authority’s
Licensing Regulations.
92.2.
For the purposes of this Section, “engage in or car ry on or purport to carry on any trade or
business activity in the Freezone” includes the eng aging in or carrying on any trade or
business outside the zone from a place of business in the zone.
92.3.
A person who contravenes this Article shall be subj ect to Sanctions.

93. NO RIGHT OF REVIEW

93.1.
If the Authority refuses to grant a Licence, or gra nts a Licence on terms other than those
sought by the Branch, the Authority may provide the Branch with a written statement of
reasons for the refusal or the terms of the Licence , on request from the Applicant, but the
Authority is not obliged to do so.
94. RECORDS TO BE KEPT BY BRANCH

94.1.
Every Branch shall keep at the principal place in t he zone from which the Overseas
Establishment engages in or carries on any trade or business in the zone such Records of its

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acts and financial affairs as will show adequately the trade or business it is engaging in or
carrying on or has engaged in or carried on in the Freezone.
94.2.
The Authority shall have the same power to appoint an inspector to investigate the affairs
of a Branch and to empower such an inspection and r equire the cooperation of third parties
with such an inspector, and to require the producti on of documents and Records and the
taking of copies thereof.

95.
LETTERHEADS AND SERVICE OF PROCESS OF BRANCH

95.1.
Every Branch shall have the following particulars o n all official letters sent from a place of
business in the Freezone in connection with its bus iness:
(a)
its full name as appears on the Licence obtained fr om the Authority to operate in the
Freezone; and
(b)
the place of incorporation of its parent company;
(c)
the fact that it is a member of the Freezone in the letterhead or footer; and
(d)
the principal place and address in the Freezone fro m which the Branch engages in or
carries on any trade or business in the Freezone.

95.2.
For the purposes of these Registration Regulations, any process or notice required to be
served on an Overseas Establishment shall be suffic iently served if served on any person
named in the list of persons delivered to the Autho rity or if left at a place of business
notified to the Authority. PART ELEVEN

96.
FORM OF REGISTERS

96.1.
Any book or paper required by these or any other re gulations, whether public or private, to
be kept and maintained by the Authority or an Estab lishment or a Branch may be kept by
recording the matters in question in bound books, h eld in electronic form or in any other
permanent manner.
96.2.
The Authority may in the manner Prescribed by it, p rovide a copy of any entry (and may
certify same) in the Register to any person who ask s for it on payment of the fee Prescribed
by the Authority.
96.3.
Adequate precautions shall be taken for guarding ag ainst falsification and facilitating its
discovery and where the book or paper is kept in a form otherwise than legible it shall be
capable of being reproduced in a legible form.
96.4.
Where in these Registration Regulations or such oth er applicable Regulations provision is
made for the inspection or reproduction of any book or paper then it shall be treated as a
provision to allow inspection or reproduction in a legible form.

97. AUTHORITY AND OTHER OFFICERS MAY INSPECT BOOKS WITH OUT CHARGE

97.1.
The Authority and any person acting on its behalf s hall be exempt from the payment of any
fee or charges for inspecting, or copying the Regis ter or any books or any books or papers of
an Establishment or a Branch when lawfully entitled so to do.

98.
PRODUCTION AND INSPECTION OF BOOKS WHEN OFFENCE SUS PECTED

98.1.
Where, on an application to the Authority, it appea rs to the Authority that a breach under
these Registration Regulations may have been commit ted, and that evidence relating to the
commission of such breach may be found in any books or papers of or under the control of
the Establishment or the Branch, a direction in wri ting may be made by the Authority
requiring the Manager of the Establishment or Branc h or such other officer or person as may

Registration R egulations – Version 2 Page 34 of 37

be named in the direction to produce the said books or papers or any of them to a person
named in the direction at a place and time so named .
98.2.
When a direction has been made under Article 98.1, the person named in the direction to
whom the said books or papers are to be produced, s hall inspect and may take copies
thereof for the purpose of investigating and obtain ing evidence of any breach of these
Registration Regulations.
98.3.
A person to whom books and papers are produced purs uant to Article 98.1 shall on
completion of his investigation forward a report of the results thereof to the Authority
together with all copies of documents made by him p ursuant to Article
94.

99.
SUITS AND ACTIONS AGAINST THE AUTHORITY

99.1.
No suit or action shall lie against the Authority o r any person acting on its behalf in respect
of anything done or omitted to be done in its offic ial capacity in good faith without
negligence.

100.
AUTHORITY TO BE INDEMNIFIED IN RESPECT OF FOREIGN S UITS

100.1.The Authority shall not be required to prosec ute, defend or take part in any proceedings
outside the jurisdiction of the zone unless it is i ndemnified by or on behalf of the person
who wishes the Authority to act against any judgmen t, order or costs that may be awarded
against him by deed guarantee or deposit, as it may require.

101. APPLICATIONS TO COURT

101.1.The Authority shall, at its absolute discreti on, be entitled, at any time, to refer any matter
or question that it deems appropriate to a court or arbitral body of its choice.
101.2.Any application to such a court or arbitral b ody under these Regulations shall be made in
the manner Prescribed by the relevant court or arbi tral body (as the case may be).
101.3.Without prejudice to Article
101.1, an application may in the first place be hea rd when the
relevant court may direct that the proceedings shal l be served on such persons, if any, as it
shall think fit and that the application shall be s upported by such evidence as the court
shall require.

102. POWER TO ENFORCE

102.1.Orders made by any court or arbitral body und er these Registration Regulations may be
enforced as orders made in an action pending therei n.

103.
RULES, STANDARDS AND POLICIES

103.1.Without prejudice to the specific powers in c ertain Articles of these Registration
Regulations to Prescribe matters or issue decisions or rules, standards and policies and
notwithstanding the absence of such powers in certa in other Articles of these Registration
Regulations, the Authority may make rules, guidelin es, manuals and policies from time to
time to Prescribe any matter to be Prescribed under these Registration Regulations or for
the better carrying out of these Registration Regul ations including by amending or
supplementing these Registration Regulations and in particular the Authority may make
rules, guidelines, manuals and policies from time t o time to fix or amend fees and
Sanctions for any function or offence performed und er these Registration Regulations.
103.2.This Registration Regulation and any rules, p olicies, guidelines and manuals may be
amended at any time by the Authority.

104. FEES

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104.1.There shall be paid to the Authority by an Establishment the fees referred to in the General
Rules and Regulations, these Registration Regulatio ns, or any other regulations, policies,
guidelines or manuals issued by the Authority from time to time.
104.2.The Authority may amend the value of the fees from time to time.
104.3.The Authority may by order require the paymen t to the Authority of such fees as may be
Prescribed in respect of the performance by the Aut hority of such functions under these
Registration Regulations as may be specified in the order, including the receipt by the
Authority of any document under these Registration Regulations which is required to be
delivered to the Authority.
104.4.Where a fee is provided for or charged under any of the Authority’s regulations, policies,
guidelines or manuals for the performance of an act or duty by the Authority, no action
need be taken by the Authority until the fee is pai d, and where the fee is payable on the
receipt by the Authority of a document required to be delivered to the Authority, the
Authority shall be deemed not to have received it u ntil the fee is paid.

105.
ENFORCEMENT OF ESTABLISHMENT’S DUTY TO MAKE RETURNS

105.1.If an Establishment, having failed to comply with a provision of these Registration
Regulations which requires it to deliver to the Aut hority any document, or to give notice of
any matter, does not make good the failure within f ourteen (14) days after the service of a
notice on the Establishment requiring it to do so, the Authority may make an order
directing the Establishment and any officer of it t o make good the failure within a time
specified in the order.
105.2.Nothing in this Article prejudices the operat ion of any Article in these Registration
Regulations imposing penalties on an Establishment or a Branch or its officers in respect of
a failure mentioned above.

106.
AUTHORITY MAY STRIKE DEFUNCT ESTABLISHMENT OR BRANC H OFF REGISTER

106.1.If the Authority has reason to believe that a n Establishment or Branch is not carrying on
business or is not in operation, the Authority may send to the Establishment a letter
inquiring whether the Establishment is carrying on business or in operation.
106.2.If the Authority receives an answer to the ef fect that the Establishment is not carrying on
business or is not in operation, or does not within one month after sending the letter
receive an answer, send to the Establishment, a not ice that at the end of three months
from the date of that notice the name of the Establ ishment, unless reason is shown to the
contrary, be struck off the Register.
106.3.If, where an Establishment is being wound up in a creditors’ winding up, the Authority has
reason to believe either that no liquidator is acti ng, or that the affairs of the Establishment
are fully wound up, and the returns required to be made by the liquidator have not been
made for a period of six (6) consecutive months, th e Authority shall send to the
Establishment or the liquidator (if any) a notice s imilar to that provided for in Article
106.2.
106.4.At the end of the period mentioned in the not ice the Authority may, unless reason to the
contrary is previously shown by the Establishment o r a Shareholder, creditor or liquidator of
it, strike its name off the Register; and on the st riking off the Establishment is dissolved;
but the liability (if any) of every Director and Sh areholder of the Establishment continues
and may be enforced as if the Establishment had not been dissolved by a competent court.

107.
AUTHORITY MAY STRIKE ESTABLISHMENT OR BRANCH OFF RE GISTER

107.1.Where it appears to the Authority that: (a)
an Establishment or Branch is acting in breach of r estrictions on activities; or
(b)
it is necessary to protect the good repute of the F reezone as a city for business
activities that an Establishment should be struck o ff the Register,
the Authority may send to the Establishment a lette r setting out the reasons for that belief

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and requesting the Establishment or the Branch to show reason why it should not be struck
off.
107.2.If within one month after sending the letter the Authority does not receive an answer, the
Authority may send to the Establishment or the Bran ch, a notice that at the end of the
three months from the date of the notice the Establ ishment will unless reason is shown to
the contrary be struck off the Register and the Est ablishment will be dissolved.
107.3.At the end of the period mentioned in the not ice the Authority may, unless reason to the
contrary is previously shown by the Establishment o r a Shareholder, creditor or liquidator of
it, strike its name off the Register, and on the st riking off the Establishment is dissolved,
but the liability (if any) of every Director and Sh areholder of the Establishment continues
and may be enforced as if the Establishment had not been dissolved.
107.4.Where an Establishment has been dissolved und er Articles
106 or 107, the Authority may,
on an application made for the purpose by a liquida tor of the Establishment or by any other
person appearing to the Authority to be interested, make an order, on such terms as the
Authority thinks fit, declaring the dissolution to be void and the Authority may by the order
give such directions and make such provisions as se em just for placing the Establishment
and all other persons in the same position as if th e Establishment had not been dissolved.
Thereupon such proceedings may be taken which might have been taken if the
Establishment had not been dissolved by competent c ourt.

108. MISCELLANEOUS

108.1.Any fee or sanction incurred in these Registr ation Regulations shall be determined and
levied by the Authority and paid to the Authority i n accordance with the applicable rules,
guidelines, manuals and policies issued by the Auth ority from time to time.
108.2.Any fee payable under these Registration Regu lations that remains unpaid for thirty (30)
days immediately following the date on which demand for payment is made by the
Authority is recoverable at the request of the Auth ority before the Court in civil
proceedings as a debt due to the Authority notwiths tanding the amount sought to be
recovered.
108.3.The Authority may Prescribe forms to be used for any of the purposes of these Registration
Regulations and the manner in which any document to be delivered to the Authority is to be
authenticated.
108.4.Unless otherwise provided by or under these R egistration Regulations, any document
delivered to the Authority by an Establishment unde r these Registration Regulations shall
be signed by the authorized signatory of the Establ ishment or Branch.
108.5.In case of wrongdoing or any default by the E stablishment’s Shareholders, Directors,
officers, liquidator in compliance with these Regis tration Regulations or any other terms
and conditions issued by the Authority the other ag grieved parties have the right to apply
to the Court or an appropriate body to order an inv estigation.
108.6.In the case of any default by the Establishme nt or its Shareholders, Directors, officers or
liquidator in compliance with these Registration Re gulations or any Rules, Standards or
Policies or the terms and conditions of the Establi shment’s license, Lease Agreement or any
other terms and conditions issued by the Authority, the Authority may, in addition to all
other rights and privileges hereunder, impose Sanct ions on the Establishment.
108.7.Each Establishment shall be required to compl y with all rules, standards and policies issued
by the Authority from time to time and with the ter ms of the Licence, Lease Agreement
issued or to be issued by the Authority in relation to the Establishment or Branch in
question.
108.8.The penal responsibility for the violations c ommitted by an Establishment and stipulated in
these Registration Regulations or any other regulat ion issued by the Authority shall be
directed to whoever legally represents the Establis hment.
108.9.The Authority may make rules, policies and gu idelines from time to time for carrying out
the purposes of these Registration Regulations.

Registration R egulations – Version 2 Page 37 of 37

108.10. The Authority also reserves the right to relax or waive, either in whole or in part and
either unconditionally or subject to such condition s as it deems appropriate, any or all of
a fee or Sanction, any or all of the requirements s pecified in these Registration
Regulations or any other rule, policy, guideline or manual if it considers it appropriate to
do so.

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