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Dubai Financial Services Authority (DFSA): Contents

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Part 1: General

1. Title

The Law may be cited as "the DIFC Companies Law 2003".

2. Legislative authority

The Law is made by the Chairman in accordance with the authority given to him by Dubai Law No. 3 of 2002.

3. Application of the law

The Law applies in the jurisdiction created under Dubai Law No. 3 of 2002.

4. Date of enactment

The Law is made on [insert date of enactment].

5. Commencement

The Law comes into force on the date that the Law is enacted.

6. Interpretation

Schedule 1 contains:

(a) interpretative provisions which apply to the Law; and
(b) a list of defined terms used in the Law.

Part 2: Company Formation and Registration

7. Method of formation

(1) Any one or more persons may, by signing and delivering to the Registrar an application for a Certificate of incorporation, apply for the formation of an incorporated company with limited liability. If there is only a single applicant, that Person must be a Body Corporate.
(2) A company may be incorporated to conduct any lawful business.
(3) The application submitted to the Registrar under Article 7(l) shall be signed by the incorporators and shall set out:
(a) the name of the company which must end with the word "Limited";
(b) the address of the company's registered office;
(c) the nature of the business to be conducted. It shall be sufficient to State that the purpose of the company is to engage in any lawful act or activity for which companies may be organised under the Law;
(d) the amount of share capital which the company proposes to be registered and its division into Shares of a fixed amount;
(e) the full names and address of each of the incorporators and (if they are different) the persons who are to serve as directors;
(f) the company's articles; and
(g) such other particulars as the Registrar may require.

8. Articles of association

(1) Articles shall be in the English language and shall be printed and be divided into paragraphs numbered consecutively.
(2) The Registrar has prescribed a set of model articles to be known as the Standard Articles, and a company may for its articles adopt the whole or any part of the Standard Articles.
(3) If the Standard Articles have not been adopted, there shall be delivered to the Registrar with the application for a Certificate of incorporation, articles specifying regulations for the company and, if the Standard Articles have been prescribed, those articles may be so delivered.
(4) If the Standard Articles are altered, the alteration does not affect a company registered before the alteration takes effect.

9. Registration

(1) The Registrar may refuse to register a company for such reason as he believes to be proper grounds for refusing such registration.
(2) Where the Registrar refuses to grant his consent for the registration of a company he shall not be bound to provide any reason for its refusal and his decision shall not be subject to appeal or review in any Court.
(3) Where the Registrar grants his consent to the registration of a company he shall register the company's articles delivered to him under Article 7.

10. Effect of registration

(1) On the registration of a company's articles the Registrar shall:
(a) give a Certificate that the company is incorporated; and
(b) allocate to the company a number, which shall be the company's registered number.
(2) From the date of incorporation mentioned in the Certificate of incorporation, the incorporators, together with such other persons who may from time to time become Members of the company, shall be a Body Corporate having the name contained in the Certificate of incorporation capable forthwith of exercising all the functions of an incorporated company, but with such liability on the part of its Members to contribute to its assets as is provided by this Law and the Insolvency Law in the event of its being wound up.
(3) A Certificate of incorporation is conclusive evidence of the following matters:
(a) the incorporation of the company; and
(b) that the requirements of this Law have been complied with in respect of the registration of the company.

11. Effect of articles

(1) Subject to the provisions of this Law, the articles, when registered, bind the company and its Members to the same extent as if they respectively had been signed by the company and by each Member, and contained covenants on the part of the company and each Member to observe all the provisions of the articles.
(2) Money payable by a Member to the company under the articles is a debt due from him to the company.

12. Alteration of articles

(1) Subject to the provisions of this Law, a company may by Resolution alter its articles.
(2) Notwithstanding anything in the articles, a Member of a company is not bound by an alteration made in the articles after the date on which he became a Member, if and so far as the alteration:
(a) requires him to take or subscribe for more Shares than the number held by him at the date on which the alteration is made; or
(b) in any way increases his liability as at that date to contribute to the company's share capital or otherwise to pay Money to the company unless he agrees in writing, either before or after the alteration is made, to be bound by it.

13. Copies of articles for members

(1) A company shall, on being so required by a Member, send to him a copy of the articles subject to payment of such sum as the company may require.
(2) If a company fails to comply with this Article, it commits an offence.

14. Change of name

(1) A company may, by Resolution, change its name, to a name which is acceptable to the Registrar.
(2) Where a company changes its name under this Article, the Registrar shall enter the new name on the register in place of the former name, and shall under Article 10 issue a Certificate of incorporation altered to meet the circumstances of the case; and the change of name has effect from the date on which the altered Certificate is issued.
(3) A change of name by a company under this Law does not affect any rights or obligations of the company or render defective any legal proceedings by or against it; and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

15. Power to require change of name

(1) If, in the opinion of the Registrar, the name by which a company is registered is misleading or otherwise undesirable, he may direct the company to change it.
(2) The direction shall be complied with within 14 days from the date of the direction or such longer period as the Registrar may allow.
(3) A company which fails to comply with a direction under this Article commits an offence.

Part 3: Corporate Capacity and Transactions

16. Capacity of company

(1) A company has the capacity and rights and privileges of a natural Person.
(2) The capacity of a company is not limited by anything in its articles or by any act of its Members.

17. Form of contracts

A Person acting under the express or implied authority of a company may make, vary or discharge a contract or sign an Instrument on behalf of the company in the same manner as if the contract were made, varied or discharged or the Instrument signed by a natural Person.

18. Transactions entered into prior to corporate existence

(1) Where a Transaction purports to be entered into by a company, or by a Person as agent for a company, at a time when the company has not been formed, then, unless otherwise agreed by the parties to the Transaction, the Transaction has effect as one entered into by the Person purporting to act for the company or as agent for it, and he is personally bound by the Transaction and entitled to its benefits.
(2) A company may, within such period as may be specified in the terms of the Transaction or if no period is specified, within a reasonable time after it is formed, by act or conduct signifying its intention to be bound thereby, adopt any such Transaction and it shall thenceforth be bound by it and entitled to its benefits and the Person who entered into the Transaction shall cease to be so bound and entitled.

Part 4: Membership and Share Capital

19. Definition of "member"

(1) The incorporators of a company are deemed to have agreed to become Members of the company, and on its registration shall be entered as such in its register of Members.
(2) Every other Person who agrees to become a shareholder in a company, and whose name is entered in its register of Members, is a Member of the company.

20. Nature of shares

(1) The rights attaching to Shares (or to any Class of shares) shall be determined by the articles of the company.
(2) Subject to the articles:
(a) each share shall carry the right to vote at a meeting of the company;
(b) each share shall be a proportionate interest in the company; and
(c) each share shall rank in all respects equally with each other share in the company.
(3) The Shares or other interests of a Member of a company are, subject to Article 63, transferable in the manner provided by the company's articles.
(4) All Shares must be fully paid when allotted.
(5) To the extent permitted by its articles, a company may create different Classes of Shares.

21. Alteration of share capital

(1) A company may, by altering its articles:
(a) increase its share capital by creating new Shares of such amount as it thinks expedient;
(b) consolidate and divide all or any of its Shares (whether issued or not) into Shares of larger amount than its existing shares;
(c) sub-divide its Shares, or any of them, into Shares of smaller amount than is fixed by the articles; and
(d) cancel Shares which, at the date of the passing of the Resolution to cancel them, have not been taken or agreed to be taken by any Person, and diminish the amount of the company's share capital by the amount of the Shares so cancelled.
(2) A cancellation of Shares under this Article does not for the purposes of this Law constitute a reduction of share capital.

22. Membership of holding company

(1) Except in the cases mentioned in this Article, a Body Corporate cannot be a Member of a company which is its holding company; and an allotment or transfer of Shares in a company to its Subsidiary is void.
(2) Article 22(l) does not prevent a Subsidiary which is when it becomes a Subsidiary, a Member of its Holding Company from continuing to be a Member, but, subject to Article 22(4), the subsidiary:
(a) has no right to vote at meetings of the Holding Company or a Class of its members;
(b) shall not acquire further Shares in the Holding Company except on a capitalisation issue; and
(c) shall within 12 months dispose of all of its Shares therein.
(3) Article 22(l) and (2) apply in relation to a nominee for a Body Corporate which is a Subsidiary as if references to the Body Corporate included a nominee for it.
(4) Nothing in this Article applies where the Subsidiary is concerned as personal representative.

23. Bearer shares

It shall not be lawful for a company to issue Bearer Shares.

Part 5: Directors

24. Directors

(1) Subject to any limitations in the articles, the business and affairs of a company shall be managed by not less than two Directors.
(2) No Person shall be a Director who:
(a) is under the age of 18 years; or
(b) is disqualified from being a director;
(c) is an undischarged bankrupt; or
(d) is a Body Corporate.

25. Election, Term and Removal of Directors

(1) The first Directors of a company shall be elected by the incorporators and thereafter the Directors shall be elected by the Members for such term as the Members may determine.
(2) Each Director holds office until his successor takes office or until his earlier death, resignation or removal by Resolution.
(3) A vacancy created by the removal of a Director may be filled by a Resolution or in the absence of such Resolution by the remaining Directors.
(4) The number of Directors shall be fixed by the articles.

26. Duties of directors

(1) A Director, in exercising his powers and discharging his duties, shall:
(a) act honestly and in good faith with a view to the best interests of the company; and
(b) exercise the care, diligence and skill that a reasonably prudent Person would exercise in comparable circumstances.
(2) No act or omission of a Director shall be treated as a breach of Article 26(l) if:
(a) all of the Members of the company authorise or ratify the act or omission; and
(b) after the act or omission the company is able to discharge its liabilities as they fall due and the realisable value of the company's assets is not less than its liabilities.

27. Duty of Directors to disclose interests

(1) A Director of a company who has, directly or indirectly, an interest in a Transaction entered into or proposed to be entered into by the company or by a Subsidiary of the company which to a material extent conflicts or may conflict with the interests of the company and of which he is aware, shall disclose to the company the nature and extent of his interest.
(2) The disclosure under Article 27(l) shall be made as soon as practicable after the Director becomes aware of the circumstances which gave rise to his duty to make it.
(3) A notice in writing given to the company by a Director that he is to be regarded as interested in a Transaction with a specified Person is sufficient disclosure of his interest in any such Transaction entered into after the notice is given.

28. Consequences of failure to comply with Article 27

(1) Subject to Article 28(2) and (3), where a Director fails to disclose an interest of his under Article 27 the company or a Member of the company may apply to the Court for an order setting aside the Transaction concerned and directing that the Director account to the company for any profit or gain realised, and the Court may so order or make such other order as it thinks fit.
(2) A Transaction is not voidable, and a Director is not accountable, under paragraph (1) where, notwithstanding a failure to comply with Article 27:
(a) the Transaction is confirmed by Resolution; and
(b) the nature and extent of the director's interest in the Transaction were disclosed in reasonable detail in the notice calling the meeting at which the Resolution is passed.
(3) Without prejudice to its power to order that a Director account for any profit or gain realised, the Court shall not set aside a Transaction unless it is satisfied that:
(a) the interests of third parties who have acted in good faith thereunder would not thereby be unfairly prejudiced; and
(b) the Transaction was not reasonable and fair in the interests of the company at the time it was entered into.

29. Prohibitions of loans to Directors

(1) It shall not be lawful for a company to make a loan to any Director or to enter into any guarantee or provide any Security in connection with a loan made to a Director without the consent of Members holding not less than 90 per cent in nominal value of the Shares giving a right to attend and vote at any meeting of Members.
(2) A loan shall be deemed to be a loan to a Director if it is made to:
(a) the spouse or children of a director; or
(b) to a company of which a Director, his spouse or children own or control directly or indirectly more than 20 per cent of the share capital.
(3) If a company makes a loan or enters into any guarantee or Security in contravention of Article 29(l) ), it and every officer of it in default commits an offence.

30. Indemnity of officers and former officers

(1) Subject to Article 30(2) and (3), any provision, whether contained in the articles of, or in a contract with, a company or otherwise, whereby the company or any of its subsidiaries or any other Person, for some benefit conferred or detriment suffered directly or indirectly by the company, agrees to exempt any Person from, or indemnify him against, any liability which by law would otherwise attach to him by reason of the fact that he is or was an officer of the company shall be void.
(2) Article 30(l) does not apply to a provision exempting a Person from or indemnifying him against:
(a) any liabilities incurred in defending any proceedings (whether civil or criminal):
(i) in which judgment is given in his favour or he is acquitted, or
(ii) which are discontinued otherwise than for some benefit conferred by him or on his behalf or some detriment suffered by him, or
(iii) which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the Directors of the company (excluding any Director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), he was substantially successful on the merits in his resistance to the proceedings; or
(b) any liability incurred otherwise than to the company if he acted in good faith with a view to the best interests of the company; or
(c) any liability incurred in connection with an application made under Article 117 in which relief is granted to him by the court; or
(d) any liability against which the company normally maintains insurance for persons other than Directors.
(3) This Article does not prevent a company from purchasing and maintaining for any such officer insurance against any such liability.

31. Alternate directors

(1) A Director may by a written Instrument appoint an alternate who need not be a Director and the name of such alternate shall be given in writing to the secretary.
(2) An alternate for a Director appointed under Article 31(1) shall be entitled to attend meetings in the absence of the Director who appointed him and to vote in the place of the Director.

32. Registrar may order that a Person shall not take part in management

(1) The Registrar may order that any Person shall not directly or indirectly take part in the management of any company without leave of the Registrar.
(2) If a Person fails to comply with an order made under Article 32(1), he commits an offence.
(3) The Registrar may only exercise its power to make an order under Article 32(1) if it has given the relevant Person a suitable opportunity to make representations in Person and/or in writing to the Registrar in relation to the proposed written notice of withdrawal.
(4) The Registrar may vary or withdraw an order issued under Article 32(1) where it considers it is reasonable to do so, either on its own initiative or at the request of a Person subject of an order.
(5) Upon refusing to vary or withdraw an order following a request made by the Person to whom the order relates, the Registrar shall without undue delay inform such Person in writing of such refusal.
(6) Upon deciding to issue, vary or withdraw an order under Article 32(1), the Registrar shall without undue delay inform the relevant Person in writing of:
(a) its decision; and
(b) the date on which such order, variation or withdrawal shall be deemed to take effect.

33. Personal responsibility for liabilities where Person acts while disqualified

(1) A Person who acts in contravention of an order made under Article 32(1) is personally responsible for such liabilities of the company as are incurred at a time when that Person was, in contravention of the order, involved in the management of the company.
(2) Where a Person is personally responsible under Article 33(1) for liabilities of a company he is jointly and severally liable in respect of those liabilities with the company and any other Person who, whether under this Article or otherwise, is so liable.
(3) For the purposes of this Article, a Person is involved in the management of a company if he is a Director of the company or if he is concerned, whether directly or indirectly, or takes part in, the management of the company.

34. Validity of acts of director

The acts of a Director are valid notwithstanding any defect that may afterwards be found in his appointment or qualification.

35. Secretary

Every company shall have a secretary.

36. Register of Directors and secretaries

(1) Every company shall keep at its registered office a register of its Directors and secretary. The Registrar may make rules prescribing particulars which each register shall contain.
(2) The register shall during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that not less than two hours in each business day be allowed for inspection) be open to the inspection of the Registrar and of a Member or Director of the company without Charge.
(3) If an inspection required under this Article is refused, or if there is a failure to maintain a register in accordance with Article 36(l) or rules made by the Registrar under that Article, the company and every officer of it who is in default commits an offence.
(4) In the case of a refusal of inspection of the register, the Registrar may by order compel an immediate inspection of it.

Part 6: Meetings

37. Participation in meetings

(1) Subject to the articles of a company, if a Member is by any means in communication with one or more other Members so that each Member participating in the communication can hear what is said by any other of them, each Member so participating in the communication is deemed to be present at a meeting with the other Members so participating.
(2) Article 37(1) applies to the participation in such communication by Directors or by Members of a committee of Directors as it applies to the participation of Members of a company.

38. General meeting

(1) Every company shall in each year hold a general meeting in addition to any other meetings in that year; but so long as a company holds its first general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
(2) Not more than 18 months shall elapse between the date of one general meeting and the date of the next.

39. Requisition of meetings

(1) On a members' requisition the Directors of a company shall, notwithstanding anything in the company's articles, forthwith proceed to call a general meeting or, as the case may be, a meeting of any Class of Members to be held as soon as practicable but in any case not later than two months after the date of the Deposit of the requisition.
(2) A members' requisition is a requisition of Members of the company holding at the date of the Deposit of the requisition not less than five per cent. in nominal value of the Shares which at that date carry the right of voting at the meeting requisitioned.
(3) The requisition shall State the objects of the meeting, and shall be made by or on behalf of each Member making the requisition and deposited at the registered office of the company, and may consist of several documents in similar form each signed by or on behalf of one or more of such Members.
(4) If within 21 days from the date of the Deposit of the requisition the Directors do not proceed duly to call a meeting to be held within two months of that date, the Members making the requisition, or any of them representing more than one half of the total voting rights of all of them, may themselves call a meeting, but a meeting so called shall not be held after three months from that date.
(5) A meeting called under this Article shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by Directors.

40. Registrar's power to call meeting in default

(1) If default is made in holding a meeting in accordance with Article 38 or 39, the Registrar may, on the application of any officer, secretary or Member of the company, all, or direct the calling of, a general meeting of the company.
(2) If default is made in complying with directions given under Article 40(1), the company and any officer or secretary of it who is in default commits an offence.

41. Notice of meetings

(1) Any meeting of the company (other than an adjourned meeting) may be called by 21 days' notice in writing.
(2) If a meeting is called by shorter notice than that specified in Article 41(1), it is deemed to have been duly called if it is so agreed by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the Shares giving a right to attend and vote at the meeting.

42. General provisions as to meetings and votes

The following provisions apply to any meeting of the company or of the holders of any Class of Shares in the company unless the articles provide otherwise:

(a) notice of any such meeting shall be given to every Member entitled to receive it by delivering or posting it to his registered address;
(b) Members holding not less than five per cent in nominal value of the Shares carrying a right to vote at a meeting may call any such meeting;
(c) (save in the case of a company having a single member) at any meeting of the company two Members personally present shall be a quorum;
(d) at any meeting of the holders of any Class of Shares other than an adjourned meeting, the quorum shall be persons holding or representing by proxy at least one-third in nominal value of the issued Shares of that Class and at any such adjourned meeting, one Person holding Shares of the Class or his proxy shall be a quorum;
(e) any Member elected by the Members present at any such meeting may be chairman; and
(f) on a show of hands, every Member present in Person at any such meeting has one vote and on a poll, every Member has one vote for every share held by him.

43. Representation of Body Corporate at meetings

(1) A Body Corporate, whether or not a company within the meaning of this Law, may by Resolution of its Directors or other Governing Body authorise such Person as it thinks fit to act as its representative at any meeting of a company, or of any Class of Members of a company, or of creditors of a company which it is entitled to attend.
(2) A Person so authorised is entitled to exercise the same powers on behalf of the Body Corporate which he represents as that Body Corporate could exercise if it were an individual Member or creditor of the company.

44. Resolutions in writing

(1) Anything that may be done by a Resolution (but excluding a Resolution removing an auditor) passed at a meeting of a company may, subject to the articles, be done by a Resolution in writing signed by or on behalf of each Member who, at the date when the Resolution is deemed to be passed, would be entitled to vote on the Resolution if it were proposed at a meeting.
(2) A Resolution in writing may consist of several Instruments in the same form each signed by or on behalf of one or more Members.
(3) A Resolution under this Article shall be deemed to be passed when the Instrument, or the last of several Instruments, is last signed or on such later date as is specified in the Resolution.
(4) Any document attached to a Resolution in writing under this Article shall be deemed to have been laid before a meeting of the Members signing the Resolution.
(5) Article 48 applies to a Resolution in writing under this Article as if it had been passed at a meeting.
(6) Nothing in this Article affects or limits any provisions in the articles of any rule of law relating to the effectiveness of the assent of Members, or any Class of Members, of a company given to any document, act or matter otherwise than at a meeting of them.

45. Recording of decisions by sole member

(1) if:
(a) a company has only one member;
(b) the Member takes a decision which may be taken by the company in general meeting and has effect as if agreed by the company in general meeting; and
(c) the decision is not taken by way of Resolution in writing,
the Member shall provide the company with a record in writing of the decision.
(2) If the Member fails to comply with 45(l), it commits an offence.
(3) Failure to comply with 45(l) shall not affect the validity of the decision.

46. Proxies

(1) A Member of a company entitled to attend and vote at a meeting of it is entitled to appoint another Person (whether a Member or not) as his proxy to attend and vote instead of him; and a proxy appointed to attend and vote instead of a Member has also the same right as the Member to speak at the meeting; but, unless the articles otherwise provide, a proxy is not entitled to vote except on a poll.
(2) In every notice calling a meeting of the company there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, one or more proxies to attend and vote instead of him, and that a proxy need not also be a Member.
(3) In the event of failure to comply with Article 46(2) as respects any meeting, every officer of the company who is in default commits an offence.

47. Demand for poll

(1) A provision contained in a company's articles is void in so far as it would have the effect either:
(a) of excluding the right to demand a poll at a general meeting, or at a meeting of any Class of Members on a question other than the election of the chairman of the meeting or the adjournment of the meeting; or
(b) of making ineffective a demand for a poll on any such question which is made either:
(i) by not less than five Members having the right to vote on the question; or
(ii) by a Member or Members representing not less than five per cent of the total voting rights of all the Members having the right to vote on the question.
(2) The Instrument appointing a proxy to vote at such a meeting is deemed also to confer authority to demand or join in demanding a poll; and for the purposes of Article 47(l) a demand by a Person as proxy for a Member is the same as a demand by the Member.
(3) On a poll taken at such a meeting, a Member entitled to more than one vote need not, if he votes, (in Person or by proxy) use all his votes or cast all the votes he uses in the same way.

48. Minutes

(1) Every company shall cause minutes of all proceedings at general meetings, meetings of any Class of Member, meetings of its Directors and of committees of Directors to be entered in books kept for that purpose, and the names of the Directors present at each such meeting shall be recorded in the minutes.
(2) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, is evidence of the proceedings.
(3) Where minutes have been made in accordance with this Article then, until the contrary is proved, the meeting is deemed duly held and convened, and all proceedings which took place at the meeting to have duly taken place.
(4) If a company fails to comply with Article 48(l), the company and every officer of it who is in default commits an offence.

49. Examination of minute books

(1) The books containing the minutes of a general meeting or of a meeting of the holders of a Class of Shares shall be kept at the company's registered office, and shall during business hours be open to examination by a Member without Charge.
(2) A Member may require, on submission to the company of a written request and on payment of such reasonable sum as the company may require, a copy of any such minutes (provided that the holders of a Class of Shares shall not be entitled to require a copy of minutes of a meeting of the holders of any other Class of shares) and the company shall, within seven days after the receipt of the request and the payment, cause the copy so required to be made available at the registered office of the company for collection during business hours.
(3) If an examination required under this Article is refused or if a copy required under this Article is not sent within the proper time, the company commits an offence.
(4) In the case of a refusal or default, the Registrar may make an order compelling an immediate inspection of the books in respect of all proceedings of general meetings, or meetings of the holders of a Class of Shares or directing that the copies required be furnished to the persons requiring them.

Part 7: Accounts and Audit

50. Accounting records

(1) Every company shall keep accounting records which are sufficient to show and explain its transactions and are such as to:
(a) disclose with reasonable accuracy, at any time, the financial position of the company at that time; and
(b) enable the Directors to ensure that any accounts prepared by the company under this Part comply with the requirements of this Law.
(2) If a company fails to comply with Article 50(l) it commits an offence.

51. Retention of records

(1) A company's accounting records shall be kept at such place as the Directors think fit and shall at all times be open to inspection by the company's officers and the secretary.
(2) Accounting records which a company is required by this Article 51 to keep shall be preserved by it for 10 years from the date on which they are made.
(3) If a company fails to comply with Article 5 1 (1) it commits an offence.

52. Accounts

(1) The Directors of every company shall prepare accounts for a period of not more than 18 months beginning on the date the company was incorporated or, if the company has previously prepared a profit and loss account, beginning at the end of the period covered by the most recent account.
(2) The accounts shall be prepared in accordance with generally accepted accounting principles approved by the Registrar and show a true and fair view of the profit or loss of the company for the period and of the State of the company's affairs at the end of the period and comply with any other requirements of this Law.
(3) A company's accounts shall be approved by the Directors and signed on their behalf by one of them.
(4) Within 6 months after the end of the financial period, the accounts for that period shall be:
(a) prepared and examined and reported upon by auditors; and
(b) laid before a general meeting together with a copy of the auditors' report.
(5) In this Part, references to "accounts" are to those prepared in accordance with this Article.
(6) If a company fails to comply with Article 52(l) it commits an offence.

53. Copies of accounts

(1) Any Member of a company who has not previously been furnished with a copy of the company's latest accounts is entitled, on written request made by him to the company and without Charge, to be furnished with a copy of those accounts together, where the accounts have been audited, with a copy of the auditors' report.
(2) If default is made in complying with such a request within seven days after its making, the company and every officer of it who is in default commits an offence.

54. Power to make Regulations as to accounts

(1) The Registrar may by Regulations extend or modify the provisions of this Part.
(2) Such Regulations may provide for:
(a) the inclusion in accounts of Group accounts dealing with the affairs of a company and its subsidiaries;
(b) the inclusion in accounts of a report by the Directors dealing with such matters as may be specified;
(c) the accounting principles to be applied in the preparation of accounts;
(d) the appointment, Remuneration, removal, resignation, rights and duties of, auditors; and
(e) the waiver of the requirement for the preparation of accounts and examination and reporting thereupon by auditors,
and different provisions may be made for different cases or Classes of case.
(3) Such Regulations may further provide for the imposition of fines in respect of offences under the Regulations.

55. Appointment and removal of auditors

(1) A company shall appoint auditors who shall examine and report in accordance with this Law upon the accounts prepared pursuant to Article 52.
(2) A company shall at each annual general meeting appoint auditors to hold office from the conclusion of that meeting to the conclusion of the next annual general meeting.
(3) The Directors or (failing the directors) the company in general meeting may, at any time before the first annual general meeting, appoint auditors who shall hold office to the conclusion of that meeting.
(4) The Directors or the company in general meeting may fill any casual vacancy in the office of auditors and fix their Remuneration.
(5) A company may by Resolution at any time remove an auditor notwithstanding anything in any agreement between it and him.
(6) Nothing in this Article is to be taken as depriving a Person removed under it of compensation or damages payable to him in respect of the termination of his appointment as auditor.
(7) If a company fails to comply with Article 55(l), the company and every officer of it who is in default commits an offence.

56. Auditors' report

(1) A company's auditors shall make a report to the company's Members on the accounts examined by them.
(2) The auditors' report shall State whether in their opinion the accounts have been properly prepared in accordance with this Law and in particular whether a true and fair view is given.

57. Auditors' duties and powers

(1) A company's auditors shall, in preparing their report, carry out such investigations as will enable them to form an opinion as to the following matters:
(a) whether proper accounting records have been kept by the company and proper returns adequate for their audit have been received from Branches not visited by them;
(b) whether the company's accounts are in agreement with the accounting records and returns.
(2) If the auditors are of the opinion that proper accounting records have not been kept, or that proper returns adequate for their audit have not been received from Branches not visited by them, or if the accounts are not in agreement with the accounting records and returns, the auditors shall State that fact in their report.
(3) The auditors have a right of access at all times to the company's records, and are entitled to require from the company's officers and the secretary such information and explanations as they think necessary for the performance of their duties as auditors.
(4) Every auditor is entitled to receive notice of, and attend, any meeting of Members and to be heard on any part of the business of the meeting which concerns the auditors.
(5) If the auditors fail to obtain all the information and explanations which, to the best of their knowledge and belief are necessary for the purposes of their audit, they shall State that fact in their report.
(6) An auditor of a company may resign his office by depositing a notice in writing to that effect together with a statement under Article 57(7) at the company's registered office; and any such notice operates to bring his term of office to an end on the date on which the notice is deposited, or on such later date as may be specified in it.
(7) When an auditor ceases for any reason to hold office he shall Deposit at the company's registered office:
(a) a statement to the effect that there are no circumstances Connected with his ceasing to hold office which he considers should be brought to the notice of the Members or creditors of the company; or
(b) a statement of any circumstances as are mentioned above.
(8) Where a statement under Article 57(7) falls within sub-paragraph (b) of that Article, the company shall within 14 days send a copy of the statement to every Member of the company and to every Person entitled to receive notice of general meetings.
(9) If a Person ceasing to hold office as auditor fails to comply with Article 57(7) he commits an offence.
(10) If a company fails to comply with Article 57(8) the company and every officer of it who is in default commits an offence.

58. False statements to auditors

An officer and the secretary of a company commits an offence if he knowingly or recklessly makes to the company's auditors a statement (whether written or oral) which:

(a) conveys or purports to convey any information or explanation which the auditors require, or are entitled to require, as auditors of the company; and
(b) is misleading, false or deceptive in a material particular.

59. Qualification for appointment as auditor

A Person is not qualified for appointment as auditor of a company under Article 55 unless he satisfies the requirements set out in the DIFC Audit and Accounting Law No. of 2003.

Part 8: Distributions

60. Restrictions on distributions

(1) A company shall not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that:-
(a) the company is, or would after the payment be, unable to pay its liabilities as they become due; or
(b) the realisable value of the company's assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts.
(2) For the purposes of Article 60, "contributed surplus" includes proceeds arising from donated Shares, credits resulting from the redemption or conversion of Shares at less than the amount set up as nominal capital and donations of cash and other assets to the company.
(3) In this Part, "distribution" means every description of distribution of a 'company's assets to its Members, whether in cash or otherwise, except distribution by way of:
(a) an issue of bonus shares;
(b) the redemption or purchase of any of the company's own Shares out of capital (including the proceeds of any fresh issue of shares) or out of unrealised profits in accordance with this Law;
(c) the reduction of share capital by extinguishing or reducing the liability of any of the Members on any of the company's Shares by paying off share capital; and
(d) a distribution of assets to Members of the company on its winding up.

61. Consequences of unlawful distribution

Where a distribution, or part of a distribution, made by a company to any of its Members is made in contravention of Article 60 and, at the time of the distribution, the Member knows or has reasonable grounds for believing that it is so made, he is liable to repay it, or that part of it, to the company or, in the case of a distribution made other-wise than in cash, to pay the company a sum equal to the value of the distribution, or that part, at that time.

Part 9: Register of Members and Certificates

62. Register of members

(1) Every company shall keep a register of its Members and enter in it:
(a) the names and addresses of its Members, together with a statement of the Shares held by each Member, distinguishing each share by its number (so long as the share has a number) and, where the company has more than one Class of issued Shares, by its Class, and
(b) the date on which each Person was registered as a member; and
(c) the date on which any Person ceased to be a Member.
(2) If a company fails to comply with this Article, the company and every officer of it who is in default commits an offence.

63. Transfer and registration

(1) Notwithstanding anything in its articles, a company shall not register a transfer of Shares in or Debentures of the company unless an Instrument of transfer in writing has been delivered to it or the transfer is in accordance with any regulations issued by the Registrar which enable title to Securities to be evidenced and transferred without a written Instrument.
(2) Nothing in Article 63(l) shall prejudice any power of the company to register as shareholder or Debenture holder any Person to whom the right to any share in or Debentures of the company has been transmitted by operation of law.
(3) A transfer of the share or other interest of a deceased Member of a company made by his personal representative, although the personal representative is not himself a Member of the company, is as valid as if he had been a Member at the time of the execution of the Instrument of transfer.
(4) On the application of the transferor of a share or interest in a company, the company shall enter in its register of Members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.
(5) A company's register of Members shall be kept at its registered office.

64. Inspection of register

(1) The register of Members shall during business hours be open to the inspection of a Member of the company without Charge, and of any other Person on payment of such reasonable sum as the company may require.
(2) If inspection under this Article is refused, the company commits an offence.
(3) In the case of refusal or default, the Registrar may by order compel an immediate inspection of the register.
(4) If a company refuses to register a transfer of Shares the company shall, within two months after the date on which the transfer was lodged with it, give to the transferor and transferee notice of the refusal.

65. Rectification of share register

(1) If:
(a) the name of a Person, the number of Shares held or the Class of Shares held is, without sufficient reason, entered in or omitted from a company's register of members; or
(b) there is a failure or unnecessary delay in entering on the register the fact of a Person having ceased to be a member
the Person aggrieved, or a Member of the company, or the company, may apply to the Registrar for rectification of the register.
(2) The Registrar may refuse the application or may order rectification of the register and payment by the company of any damages sustained by a party aggrieved.

66. Share certificates

(1) Every company shall:
(a) within two months after the allotment of any of its shares; and
(b) within two months after the date on which a transfer of any of its Shares is lodged with the company
complete and have ready for delivery the Certificates of all Shares allotted or transferred unless the conditions of allotment of the Shares otherwise provide.
(2) Article 66(l) does not apply to a transfer of Shares which the company is for any reason entitled to refuse to register and does not register.
(3) In the event of failure to comply with Article 66(l), the company and every officer of it who is in default commits an offence.

Part 10: Class Rights

67. Variation of Class rights

(1) The provisions of this Article are concerned with the variation or abrogation of the rights attached to a Class of Shares in a company whose share capital is divided into Shares of different Classes.
(2) If provision for the variation of the rights attached to a Class of Shares is made in the articles, by the terms of issue of the Shares, those rights may only be varied in accordance with those provisions.
(3) If provision is not so made the rights may be varied if, but only if:
(a) the holder of two-thirds in nominal value of the Shares of the Class consent in writing to the variation;
(b) a resolution passed at a separate meeting of the holders of that Class sanctions the variation.
(4) Any alteration of a provision in the articles for the variation of the rights attached to a Class of Shares, or the insertion of any such provision into the articles is itself to be treated as a variation of those rights.

68. Shareholders' right to object to variation

(1) If the rights attached to any Class of Shares are varied in a manner referred to in Article 67(2) or (3), the holders of not less in the aggregate than five per cent. in nominal value of Shares of the Class (being persons who did not consent to, or vote in favour of a resolution for, the variation) may apply to the Court to have the variation cancelled and, if such an application is made, the variation has no effect unless and until it is confirmed by the Court.
(2) The application to the Court must be made within 28 days after the date on which the consent was given or the resolution was passed and may be made on behalf of the shareholders entitled to make it by one or more of them as they may appoint in writing.
(3) Notice signed by or on behalf of the applicants that an application to the Court has been made under this Article shall be given by or on behalf of the applicants to the Registrar within seven days after it is made.
(4) The Court after being satisfied that Article 68 (2) or (3) (as applicable) has been complied with, and after hearing the applicant and any other persons who appear to the Court to be interested in the application, may, if satisfied having regard to all the circumstances, that the variation would unfairly prejudice the shareholders of the Class, disallow the variation and shall, if not so satisfied, confirm it.

Part 11: Redemption and Purchase of Shares

69. Power to issue redeemable shares

(1) Subject to the provisions of this Article, and Article 70, a company may, if authorised to do so by its articles:
(a) issue and allocate; or
(b) convert existing non-redeemable Shares, whether issued or not, into, Shares which are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder.
(2) Shares may be redeemed only from the following sources:
(a) in the case of the nominal value of the Shares, from paid in capital, share premium and other reserves of the company; and
(b) in the case of any premium from realised or unrealised profits, share premium or other reserves of the company.
(3) Upon the redemption of Shares under this Article, the amount of the company's issued share capital shall be diminished by the nominal value of those Shares but the redemption shall not be taken as reducing the authorised share capital of the company.
(4) Where pursuant to this Article a company is about to redeem Shares, it may issue Shares up to the nominal amount of the Shares to be redeemed as if those Shares had never been issued.
(5) A company may not under this Article redeem its Shares if as a result of the redemption there would no longer be a Member of the company holding Shares.

70. Power of company to purchase own shares

(1) A company may purchase its own Shares (including any redeemable shares).
(2) A purchase under this Article shall, unless the company is a wholly-owned Subsidiary, be sanctioned by a Resolution.
(3) The shares:
(a) may only be purchased in pursuance of a contract approved in advance by a Resolution of the company; and
(b) shall not carry the right to vote on the Resolution authorising the purchase.
(4) A company may not under this Article purchase its Shares if as a result of the purchase there would no longer be a Member of the company holding Shares.

Part 12: Reduction of share capital

71. Reduction of share capital

(1) A company if authorised by a Resolution and its articles reduce its share capital in any way on such terms as it may decide, and in particular, by:
(a) either with or without extinguishing or reducing liability on any of its Shares, cancelling any paid up capital that is lost or unrepresented by available assets; or
(b) either with or without extinguishing or reducing liability of any of its Shares and either with or without reducing the number of such Shares, paying off any paid up capital that is in excess of the requirements of the company.
(2) No company shall reduce the amount of its share capital by virtue of Article 71 (1) unless it complies with the following:
(a) at a date not more than 30 days and not less than 15 days before the date from which the reduction of the share capital is to have effect, the company shall cause a notice to be published in an appointed newspaper stating:
(i) the amount of the share capital as last previously determined by the company;
(ii) the amount of each share;
(iii) the amount to which the share capital is to be reduced; and
(iv) the date from which the reduction is to have effect.
(b) on the date from which the reduction is to have effect a Certificate shall be signed by at least two Directors of the company declaring either:
(i) that on that date the company is solvent; or
(ii) that all the creditors of the company on that date have consented to the reduction.
(3) Where Shares are to be cancelled in order to reduce the capital of a company the Shares shall be acquired at the lowest price at which, in the opinion of the Directors, the Shares are obtainable, but not exceeding an amount, if any, stated in or determined by the articles.
(4) Where a company reduces the amount of its share capital then within 30 days after the date from which the reduction has effect the company shall file a copy of the notice referred to in Article 71(2) (a) and the Certificate referred to in Article 71(2) (b) with the Registrar stating that this Article 71 has been duly complied with.
(5) If any company fails to comply with this Article it shall be guilty of an offence.

72. Liability of Members on reduced shares

(1) If, after a Certificate is signed in accordance with Article 71(2) (b) (ii), a creditor who did not consent to the reduction has a debt or claim against the company which the company is unable to pay as a result of the reduction, every Person who was a Member of the company at the date of the Certificate is then liable to contribute for the payment of the debt or claim in question an amount not exceeding that which he would have been liable to contribute if the company had commenced to be wound up on the day before that date.

Part 13: Administration

73. Registered office and conduct of business

(1) A company shall at all times have a registered office in DIFC to which all communications and notices may be addressed.
(2) A company must carry on business activity in DIFC, unless the Registrar otherwise directs.
(3) A company may not open a Branch office outside DIFC without the prior written consent of the Registrar.
(4) A document may be served on a company by leaving it at, or sending it by post to, the registered office of the company.
(5) If a company fails to comply with this Article it shall be guilty of an offence.

74. Particulars in correspondence, etc.

(1) The name of a company and the address of the registered office of a company shall appear in legible characters in all its business letters and order forms.
(2) If there is on the stationery used for any such letters, or on the company's order forms, a reference to the amount of share capital, the reference shall be to paid up share capital.
(3) If a company fails to comply with Article 74(l) or (2) it commits an offence.

75. Annual return

(1) Every company shall before the end of March in every year after the year in which it is incorporated deliver to the Registrar a Return stating in respect of each Class of Shares in the company either:
(a) the name and address of each Member who on I st January in that year held not less than one per cent in nominal value of all the issued Shares of that Class and the number of Shares of that Class so held by him, together with the number of Members each of whom on that date held less than one per cent in nominal value of all the issued Shares of that Class and the total number of Shares comprised in those holdings; or
(b) the name and address of every Member who on I st January in that year held any Shares of that Class and the number of Shares of that Class held by him.
(2) The Return shall contain such information as may be prescribed and the prescribed declarations and verifications and be accompanied by the prescribed filing Fee.

Part 14: Investigations

76. Appointment of inspectors by Registrar

(1) The Registrar, on being satisfied that there is good reason to do so, may appoint one or more competent inspectors to investigate the affairs of a company and to report on them as the Registrar may direct.
(2) The appointment may be made on the application of the company, or a Member, officer or creditor of the company.
(3) The Registrar may, before appointing inspectors, require the applicant, other than the Registrar, to give Security, to an amount not exceeding $ 10,000 or such other sum as may be prescribed for payment of the costs of the investigation.
(4) This Article applies whether or not the company is being wound up.

77. Powers of inspectors

(1) If inspectors appointed under Article 76 to investigate the affairs of a company think it necessary for the purposes of their investigation to investigate also the affairs of another Body Corporate which is or at any relevant time has been the company's Subsidiary or Holding Company, or a Subsidiary of its Holding Company or a Holding Company of its Subsidiary, they shall with the approval of the Registrar, have power to do so; and they shall report on the affairs of the other Body Corporate so far as they think that the results of their investigation of its affairs are relevant to the investigation of the affairs of the first mentioned company.
(2) Inspectors so appointed may at any time in the course of their investigation, without the necessity of making an interim report, inform the Registrar of matters coming to their knowledge as a result of the investigation tending to show that an offence has been committed.

78. Production of records and evidence to inspectors

(1) If inspectors appointed under Article 76 consider that any Person is or may be in possession of information relating to a matter which they believe to be relevant to the investigation, they may require him:
(a) to produce and make available to them all records in his custody or power relating to that matter;
(b) at reasonable times and on reasonable notice, to attend before them; and
(c) otherwise to give them all assistance in connection with the investigation which he is reasonably able to give,
and it is that person's duty to comply with the requirement.

79. Power of inspectors to call for directors' Bank accounts

If inspectors appointed under Article 76 have reasonable grounds for believing that a Director, or past Director, of the company or other Body Corporate whose affairs they are investigating maintains or has maintained a Bank account of any description, whether alone or jointly with another Person, into or out of which there has been paid Money which has been in any way Connected with an act or omission, or series of acts or omissions, which constitutes misconduct (whether fraudulent or not) on the part of that Director towards the company or other Body Corporate or its Members, the inspectors may require the Director to produce and make available to them all records in the director's possession or under his control relating to that Bank account.

80. Inspectors' reports

(1) The inspectors may, and if so directed by the Registrar shall, make interim reports to the Registrar and on the conclusion of their investigation shall make a final report to the Registrar.
(2) The Registrar may:
(a) forward a copy of any report made by the inspectors to the company's registered office;
(b) furnish a copy on request and on payment of the prescribed Fee to:
(i) any Member of the company or other Body Corporate which is the subject of the report;
(ii) any Person whose conduct is referred to in the report;
(iii) the auditors of the company or that body corporate;
(iv) the applicants for the investigation;
(v) any other Person whose financial interests appear to the Registrar to be affected by the matters dealt with in the report, whether as a creditor of the company or Body Corporate, or otherwise; and
(c) cause the report to be printed and published.

81. Expenses of investigating a company's affairs

The expenses of and incidental to an investigation by inspectors shall be defrayed in the first instance by the Registrar, but the Registrar may in his absolute discretion order any Person or Body Corporate to make repayment to the Registrar to the extent specified in his order.

Part 15: Unfair Prejudice

82. Power for Member to apply to court

A Member of a company may apply to the Court for an order under Article 84 on the ground that the company's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its Members generally or of some part of its Members (including at least himself) or that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.

83. Power for Registrar to apply to court

If in the case of a company:

(a) the Registrar has received a report under Article 80; and
(b) it appears to the Registrar that the company's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its Members generally or of some part of its Members, or that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial,
the Registrar may apply to the Court for an order under Article 84.

84. Powers of court

(1) If the Court is satisfied that an application under Article 82 or 83 is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.
(2) The court's order may (without limitation):
(a) regulate the conduct of the company's affairs in the future;
(b) require the company to refrain from doing or continuing an act complained of by the applicant or to do an act which the applicant has complained it has omitted to do;
(c) authorise civil proceedings to be brought in the name and on behalf of the company by such Person or persons and on such terms as the Court may direct;
(d) provide for the purchase of the rights of any Members of the company by other Members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company's capital accounts accordingly.
(3) If an order under this Article requires the company not to make any, or any specified, alterations in the articles, the company shall not then without leave of the Court make such alterations in breach of that requirement.
(4) An alteration in the company's articles made by virtue of an order under this Article is of the same effect as if duly made by Resolution of the company, and the provisions of this Law apply to the articles as so altered accordingly.
(5) The order of the Court recording the making of an order under this Article altering, or giving leave to alter, a company's articles shall, within 14 days from the making of the order or such longer period as the Court may allow, be delivered by the company to the Registrar for registration, and if a company fails to comply with this Article, the company commits an offence.

Part 16: Registrar

85. Registrar and other officers

(1) There shall be appointed an officer known as the Registrar of companies and such other officers as may be necessary to assist the Registrar in the exercise of his functions under this Law.
(2) Any functions of the Registrar under this Law may, to the extent authorised by him, be exercised by any officer on his staff.

86. Fees and forms

(1) The Registrar may by order require the payment to the Registrar of such Fees as may be prescribed in respect of:
(a) the performance by the Registrar of such functions under this Law as may be specified in the order, including the receipt by him of any document under this Law which is required to be delivered to him; and
(b) the inspection of documents or other material held by him under this Law.
(2) The Registrar may Charge a Fee for any services provided by him otherwise than in pursuance of an obligation imposed on him by this Law.
(3) Where a Fee is provided for or charged under this Article for the performance of an act or duty by the Registrar, no action need be taken by him until the Fee is paid, and where the Fee is payable on the receipt by him of a document required to be delivered to him he shall be deemed not to have received it until the Fee is paid.
(4) The Registrar may prescribe forms to be used for any of the purposes of this Law and provide for the manner in which any document to be delivered to the Registrar is to be, or to be deemed, signed (including authentication by electronic means).
(5) Unless otherwise provided by or under this Law, any document delivered to the Registrar by a company pursuant to this Law shall be signed by an officer or the secretary of the company.

87. Enforcement of company's duty to make returns

(1) If a company, having failed to comply with a provision of this Law which requires it to deliver to the Registrar any document, or to give notice to him of any matter, does not make good the failure within 14 days after the service of a notice on the company requiring it to do so, the Registrar may make an order directing the company and any officer of it to make good the failure within a time specified in the order.
(2) The Registrar's order may provide that all costs of and incidental to the application shall be borne by the company or by any officers of it responsible for the failure.
(3) Nothing in this Article prejudices the operation of any Article imposing penalties on a company or its officers in respect of a failure mentioned above.

88. Registrar may strike defunct company off register

(1) If the Registrar has reason to believe that a company is not carrying on business or in operation, he may send to the company by post a letter inquiring whether the company is carrying on business or in operation.
(2) If the Registrar receives an answer to the effect that the company is not carrying on business or in operation, or does not within one month after sending the letter receive an answer, he may send to the company by post, a notice that at the end of three months from the date of that notice the name of the company, unless reason is shown to the contrary, be struck off the register and the company will be dissolved.
(3) If, where a company is being wound up in a creditors' winding up, the Registrar has reason to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator have not been made for a period of six consecutive months, the Registrar shall send to the company or the liquidator (if any) a notice similar to that provided for in Article 88(2).
(4) At the end of the period mentioned in the notice the Registrar may, unless reason to the contrary is previously shown by the company or a Member, creditor or liquidator of it, strike its name off the register; and on c striking off the company is dissolved; but the liability (if any) of every Director and Member of the company continues and may be enforced as if the company had not been dissolved.

89. Registrar may strike company off register in the public interest

(1) Where is appears to the Registrar that:
(a) a company is acting in contravention of this Law; or
(b) it is expedient in the public interest that a company should be struck off the register,
the Registrar may send to the company a letter setting out the reasons for that belief and requesting the company to show reason why it should not be struck off.
(2) If within one month after sending the letter the Registrar does not receive an answer, the Registrar may send to the company by post, a notice that at the end of the three months from the date of the notice the company will unless reason is shown to the contrary be struck off the register and the company will be dissolved.
(3) At the end of the period mentioned in the notice the Registrar may, unless reason to the contrary is previously shown by the company or a Member, creditor or liquidator of it, strike its name off the register, and on the striking off the company is dissolved, but the liability (if any) of every Director and Member of the company continues and may be enforced as if the company had not been dissolved.

Part 17: Takeovers

90. Takeover offers

(1) In this Part, "a Takeover offer" means an Offer to acquire all the Shares, or all the Shares of any Class or Classes, in a company (other than Shares which at the date of the Offer are already held by the offeror), being an Offer on terms which are the same in relation to all the Shares to which the Offer relates or, where those Shares include Shares of different Classes, in relation to all the Shares of each Class.
(2) In Article 90(l), "shares" means Shares which have been allotted on the date of the Offer but a Takeover Offer may include Shares that are subsequently allotted before a date specified in or determined in accordance with the terms of the Offer.
(3) The terms offered in relation to any Shares shall for the purposes of this Article be treated as being the same in relation to all the Shares or, as the case may be, all the Shares of a Class to which the Offer relates notwithstanding any variation permitted by Article 90(4).
(4) A variation is permitted by this paragraph where:
(a) the law of a country or territory outside DIFC precludes the acceptance of an Offer in the form or the forms specified, or precludes it except after compliance by the Offeror with conditions with which he is unable to comply or which he regards as unduly onerous; and
(b) the variation is such that the persons by whom the acceptance of an Offer in that form is precluded are able to accept an Offer in a different form but of substantially equivalent value.
(5) The reference in Article 90(l) to Shares already held by the ofteror includes a reference to Shares which he has contracted to acquire ( which term shall include Shares which the Offeror has an unconditional option to acquire) but that shall not be construed as including Shares which are the subject of a contract binding the holder to accept the Offer when it is made, being a contract entered into by the holder for nothing other than a promise by the Offeror to make the Offer.
(6) Where the terms of an Offer make provision for their revision and for acceptances on the previous terms to be treated as acceptances on the revised terms, the revision shall not be regarded for the purposes of this Part as the making of a fresh Offer and references in this Part to the date of the Offer shall accordingly be construed as references to the date on which the original Offer was made.
(7) In this Part "the offeror" means, subject to Article 96, the Person making a Takeover Offer and "the company" means the company whose Shares are the subject of the Offer.

91. Right of Offeror to buy out minority shareholders

(1) If, in a case in which a Takeover Offer does not relate to Shares of different Classes, the Offeror has by virtue of acceptances of the Offer acquired or contracted to acquire not less than nine-tenths in value of the Shares to which the Offer relates he may give notice to the holder of any Shares to which the Offer relates which the Offeror has not acquired or contracted to acquire that he desires to acquire those Shares.
(2) If, in a case in which a Takeover Offer relates to Shares of different Classes, the Offeror has by virtue of acceptances of the Offer acquired or contracted to acquire not less than nine-tenths in value of the Shares of any Class to which the Offer relates, he may give notice to the holder of any Shares of that Class which the Offeror has not acquired or contracted to acquire that he desires to acquire those Shares.
(3) No notice shall be given under Article 91(l) or (2) unless the Offeror has acquired or contracted to acquire the Shares necessary to satisfy the minimum specified in those paragraphs before the end of the period of four months beginning with the date of the offer; and no such notice shall be given after the end of the period of two months beginning with the date on which he has acquired or contracted to acquire Shares which satisfy that minimum.
(4) When the Offeror gives the first notice in relation to an Offer he shall send a copy of it to the company together with a declaration by him that the conditions for the giving of the notice are satisfied.
(5) Where the Offeror is a Body Corporate (whether or not a company within the meaning of this Law) the declaration shall be signed by a Director.
(6) Any Person who fails to send a copy of a notice or a declaration as required by Article 91(4) or makes such a declaration for the purposes of that paragraph knowing it to be false or without having reasonable grounds for believing it to be true commits an offence.
(7) If a Person is charged with any offence for failing to send a copy of a notice as required by Article 91(4) it is a defence for him to prove that he took reasonable steps for securing compliance with that paragraph.
(8) Where during the period within which a Takeover Offer can be accepted the Offeror acquires or contracts to acquire any of the Shares to which the Offer relates but otherwise than by virtue of acceptances of the Offer, then if:
(a) the value of that for which they are acquired or contracted to be acquired ("the acquisition value") does not at that time exceed the value of that which is receivable by an acceptor under the terms of the offer; or
(b) those terms are subsequently revised so that when the revision is announced the acquisition value, at the time mentioned in Article 91(8) (a), no longer exceeds the value of that which is receivable by an acceptor under those terms,
the Offeror shall be treated for the purposes of this Article as having acquired or contracted to acquire those Shares by virtue of acceptances of the offer; but in any other case those Shares shall be treated as excluded from those to which the Offer relates.

92. Effect of notice under Article 91

(1) The following provisions shall, subject to Article 95, have effect where a notice is given in respect of any Shares under Article 9 1.
(2) The Offeror shall be entitled and bound to acquire those Shares on the terms of the Offer.
(3) Where the terms of an Offer are such as to give the holder of any Shares a choice of payment for his Shares the notice shall give particulars of the choice and state:
(a) that the holder of the Shares may within six weeks from the date of the notice indicate his choice by a written communication sent to the Offeror at an address specified in the notice; and
(b) which payment specified in the Offer is to be taken as applying in default of his indicating a choice as aforesaid,
and the terms of the Offer mentioned in Article 92(2) shall be determined accordingly.
(4) Article 91(3) applies whether or not any time-limit or other conditions applicable to the choice under the terms of the Offer can still be complied with; and if the payment chosen by the holder of the shares:
(a) is not cash and the Offeror is no longer able to make that payment; or
(b) was to have been made by a third party who is no longer bound or able to make that payment,
the payment shall be taken to consist of an amount of cash payable by the Offeror which at the date of the notice is equivalent to the chosen payment.
(5) At the end of six weeks from the date of the notice the Offeror shall forthwith:
(a) send a copy of the notice to the company; and
(b) make payment to the company for the Shares to which the notice relates.
(6) The copy of the notice sent to the company under sub-paragraph (a) of Article 92(5) shall be accompanied by an Instrument of transfer executed on behalf of the shareholder by a Person appointed by the offeror; and on receipt of that Instrument the company shall register the Offeror as the holder of those Shares.
(7) Where the payment referred to in sub-paragraph (b) of Article 92(5) is to be made in Shares or Securities to be allotted by the Offeror the reference in that paragraph to the making of payment shall be construed as a reference to the allotment of the Shares or Securities to the company.
(8) Any sum received by a company under Article 92(5) (b) and any other payment received under that paragraph shall not be the Property of the company but shall be held by the company on behalf of the Person entitled to the Shares in respect of which the sum or other payment was received.
(9) Any sum received by a company under Article 92(5) (b) and any dividend or other sum accruing from any other payment received by a company under that paragraph, shall be paid into a separate Bank account, being an account the balance on which bears interest at an appropriate rate and can be withdrawn by such notice (if any) as is appropriate.

93. Right of minority shareholder to be bought out by offeror

(1) If in a case in which a Takeover Offer does not relate to Shares of different Classes, at any time before the end of the period within which the Offer can be accepted:
(a) the Offeror has by virtue of acceptances of the Offer acquired or contracted to acquire some (but not all) of the Shares to which the Offer relates; and
(b) those Shares, with or without any other Shares in the company which he has acquired or contracted to acquire, amount to not less than nine-tenths in value of all the Shares in the company,
the holder of any Shares to which the Offer relates who has not accepted the Offer may by a written communication addressed to the Offeror require him to acquire those Shares.
(2) If a Takeover Offer relates to Shares of any Class or Classes and at any time before the end of the period within which the Offer can be accepted:
(a) the Offeror has by virtue of acceptances of the Offer acquired or contracted to acquire some (but not all) of the Shares of any Class to which the Offer relates; and
(b) those Shares, with or without any other Shares of that Class which he has acquired or contracted to acquire, amount to not less than nine-tenths in value of all the Shares of that Class,
the holder of any Shares of that Class who has not accepted the Offer may by a written communication addressed to the Offeror require him to acquire those Shares.
(3) Within one month of the time specified in Article 93(l) or, as the case may be, Article 93(2) the Offeror shall give any shareholder who has not accepted the Offer notice of the rights that are exercisable by him under that Article; and if the notice is given before the end of the period mentioned in that Article it shall State that the Offer is still open for acceptance.
(4) A notice under Article 93(3) may specify a period for the exercise of the rights, conferred by this Article and in that event the rights shall not be exercisable after the end of that period; but no such period shall end less than three months after the end of the period within which the Offer can be accepted.
(5) Article 93(3) does not apply if the Offeror has given the shareholder notice in respect of the Shares in question under Article 91.
(6) If the Offeror fails to comply with Article 93(3) he and, if the Offeror is a company, every officer of the company who is in default or to whose neglect the failure is attributable, commits an offence.
(7) If an Offeror other than a company is charged with an offence for failing to comply with Article 93(3) it is a defence for him to prove that he took all reasonable steps for securing compliance with that Article.

94. Effect of requirement under Article 93

(1) The following provisions shall, subject to Article 95, have effect where a shareholder exercises his rights in respect of any Shares under Article 93.
(2) The Offeror shall be entitled and bound to acquire those Shares on the terms of the Offer or on such other terms as may be agreed.
(3) Where the terms of an Offer are such as to give the holder of Shares a choice of payment for his Shares the holder of the Shares may indicate his choice when requiring the Offeror to acquire them and the notice given to the holder under Article 93(3):
(a) shall give particulars of the choice and of the rights conferred by this paragraph; and
(b) may State which payment specified in the Offer is to be taken as applying in default of his indicating a choice,
and the terms of the Offer mentioned in Article 94(2) shall be determined accordingly.
(4) Article 94(3) applies whether or not any time limit or other conditions applicable to the choice under the terms of the Offer can still be complied with; and if the payment chosen by the holder of the shares:
(a) is not cash and the Offeror is no longer able to make that payment; or
(b) was to have been made by a third party who is no longer bound or able to make that payment
the payment shall be taken to consist of an amount of cash payable by the Offeror which at the date when the holder of the Shares requires the Offeror to acquire them is equivalent to the chosen payment.

95. Applications to the court

(1) Where a notice is given under Article 91 to the holder of any Shares the Court may, on an application made by him within six weeks from the date on which the notice was given:
(a) order that the Offeror shall not be entitled and bound to acquire the shares; or
(b) specify terms of acquisition different from those of the Offer.
(2) If an application to the Court under Article 96(l) is pending at the end of the period mentioned in Article 92(5) that Article shall not have effect until the application has been disposed of.
(3) Where the holder of any Shares exercises his rights under Article 93 the Court may, on an application made by him or the Offeror, order that the terms on which the Offeror is entitled and bound to acquire the Shares shall be such as the Court thinks fit.
(4) No order for costs or expenses shall be made against a shareholder making an application under Articles 95(l) or (3) unless the Court considers:
(a) that the application was unnecessary, improper or vexatious; or
(b) that there has been unreasonable delay in making the application or unreasonable conduct on his part in conducting the proceedings on the application.
(5) Where a Takeover Offer has not been accepted to the extent necessary for entitling the Offeror to give notices under Article 91(l) or (2) the Court may, on the application of the Offeror, make an order authorising him to give notices under that Article if satisfied:
(a) that the Offeror has after reasonable enquiry been unable to trace one or more of the persons holding Shares to which the Offer relates;
(b) that the Shares which the Offeror has acquired or contracted to acquire by virtue of acceptances of the Offer, together with the Shares held by the Person or persons mentioned in sub-paragraph (a), amount to not less than the minimum specified in that Article; and
(c) that the terms offered are fair and reasonable;
but the Court shall not make an order under this Article unless it considers that it is just and equitable to do so having regard, in particular, to the number of shareholders who have been traced but who have not accepted the Offer.

96. Joint offers

(1) A Takeover Offer may be made by two or more persons jointly and in that event this Part has effect with the following modifications.
(2) The conditions for the exercise of the rights conferred by Articles 91 and 93 shall be satisfied by the joint offerors acquiring or contracting to acquire the necessary Shares jointly (as respects acquisitions by virtue of acceptances of the offer) and either jointly or separately (in other cases) ; and, subject to the following provisions, the rights and obligations of the Offeror under those Articles and Articles 92 and 94 shall be respectively joint rights and joint and several obligations of the joint offerors.
(3) It shall be a sufficient compliance with any provision of those Articles requiring or authorising a notice or other document to be given or sent by or to the joint offerors that it is given or sent by or to any of them; but the declaration required by Article 91(4) shall be made by all of them and, in the case of a joint Offeror being a company, signed by a Director of that company.
(4) In Article 90, Article 92(7) and Article 97 references to the Offeror shall be construed as references to the joint offerors or any of them.
(5) In Article 92(6) references to the Offeror shall be construed as references to the joint offerors or such of them as they may determine.
(6) In Article sub-paragraph (a) of 92(4) and sub-paragraph (a) of Article 94(4) references to the Offeror being no longer able to make the relevant payment shall be construed as references to none of the joint offerors being able to do so.
(7) In Article 95 references to the Offeror shall be construed as references to the joint offerors except that any application under paragraph (3) or (5) may be made by any of them and the reference in sub-paragraph (a) of paragraph (5) to the Offeror having been unable to trace one or more of the persons holding Shares shall be construed as a reference to none of the offerors having been able to do so.

97. Associates

(1) The requirement of Article 90(l) that a Takeover Offer must extend to all the Shares, or all the Shares of any Class or Classes, in a company shall be regarded as satisfied notwithstanding that the Offer does not extend to Shares which Associates of the Offeror hold or have contracted to acquire; but, subject to Article 97(2), Shares which any such Associate holds or has contracted to acquire, whether at the time when the Offer is made or subsequently, shall be disregarded for the purposes of any reference in this Part to the Shares to which a Takeover Offer relates.
(2) Where during the period within which a Takeover Offer can be accepted any Associate of the Offeror acquires or contracts to acquire any of the Shares to which the Offer relates, then, if the condition specified in sub-paragraph (a) or (b) of Article 91(8) is satisfied as respects those Shares they shall be treated for the purpose of that Article as Shares to which the Offer relates.
(3) In sub-paragraph (b) of Article 93(l) and sub-paragraph (b) of Article 93(2) the reference to Shares which the Offeror has acquired or contracted to acquire shall include a reference to Shares which any Associate of his has acquired or contracted to acquire.
(4) In this Article, "associate", in relation to an Offeror, means:
(a) a nominee of the offeror;
(b) a Holding Company, Subsidiary or fellow Subsidiary of the Offeror or a nominee of such a Holding Company, Subsidiary or fellow subsidiary;
(c) a Body Corporate in which the Offeror is substantially interested.
(5) For the purposes of Article 97(4) (b) a company is a fellow Subsidiary of another Body Corporate if both are subsidiaries of the same Body Corporate but neither is a Subsidiary of the other.
(6) For the purposes of Article 97(4) (c) an Offeror has a substantial interest in a Body Corporate if:
(a) that body or its Directors are accustomed to act in accordance with his directions or instructions; or
(b) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body.
(7) Where the Offeror is an individual his Associates shall also include his spouse and any minor child or step-child of his.

Part 18: Protected Cell Companies

98. Protected Cell companies

(1) It shall be lawful, subject to the provisions of Part 18 of the Law:
(a) to incorporate a company which shall be a protected Cell company;
(b) to convert an existing company, if so authorised by its articles, into a protected Cell company.
(2) A protected Cell company is a single legal Person and the creation by a protected Cell company of a Cell does not create, in respect of that Cell, a legal Person separate from the company.
(3) All other Parts of the Law shall, subject to the provisions of Part 18, and unless the context requires otherwise, apply in relation to a protected Cell company.

99. Creation of cells

A protected Cell company may create one or more Cells for the purpose of segregating and protecting Cellular Assets in the manner provided by this Part.

100. Cellular and non-cellular assets

(1) The assets of a protected Cell company shall be either Cellular Assets or Non-Cellular Assets.
(2) It shall be the duty of the Directors of a protected Cell company:
(a) to keep Cellular Assets separate and separately identifiable from non-cellular assets; and
(b) to keep Cellular Assets attributable to each Cell separate and separately identifiable from Cellular Assets attributable to other Cells.
(3) The Cellular Assets of a protected Cell company comprise the assets of the company attributable to the Cells of the company.
(4) The assets attributable to a Cell of a protected Cell company comprise:
(a) assets represented by the proceeds of Cell Share Capital and reserves attributable to the cell; and
(b) all other assets attributable to the Cell.
(5) For the purposes of Article 100(4), the expression "reserves" includes retained earnings, capital reserves and share premiums.
(6) The Non-Cellular Assets of a protected Cell company comprise the assets of the company which are not Cellular Assets.
(7) Subject to Article 100(2), the Directors of a protected Cell company may cause or permit cellular assts and Non-Cellular Assets to be held:
(a) by or through a nominee; or
(b) by a company the Shares and capital interests of which may be Cellular Assets or Non-Cellular Assets, or a combination of both.
(8) The duty imposed by Article 100(2) is not breached by reason only that the Directors of a protected Cell company cause or permit Cellular Assets or Non-Cellular Assets, or a combination of both, to be collectively invested, or collectively managed by an Investment Manager, provided that the assets in question remain separately identifiable in accordance with Article 106.

101. Position of creditors

(1) The rights of creditors of a protected Cell company shall correspond with the liabilities provided for in Article 109.
(2) No such creditor shall have any rights other than the rights referred to in this Article and in Articles 102 and 109.
(3) There shall be implied (except expressly excluded in writing) in every Transaction entered into by a protected Cell company the following terms:
(a) that no party shall seek, whether in any proceedings or by any other means to make or attempt to make liable any Cellular Assets attributable to any Cell of the company in respect of a liability not attributable to that cell;
(b) that if any party shall succeed by any means in making liable any Cellular Assets attributable to any Cell of the company in respect of a liability not attributable to that Cell, that party shall be liable to the company to pay a sum equal to the value of the benefit thereby obtained by him; and
(c) that if any party shall succeed in seizing or attaching or otherwise levying execution against any Cellular Assets attributable to any Cell of the company in respect of a liability not attributable to that Cell, that party shall hold those assets or proceeds separate and identifiable.
(4) All sums recovered by a protected Cell company as a result of any such arrangement as is described in Article 101(3) (c) shall be credited against any concurrent liability imposed pursuant to the implied term set out in Article 10 1 (3) (b).
(5) Any asset or sum recovered by a protected Cell company pursuant to the implied term set out in Articles 101(3) (b) or 101(3) (c) or by any other means in the events referred to in those Articles shall, after the deduction or payment of any costs of recovery, be applied by the company so as to compensate the Cell affected.
(6) In the event of any Cellular Assets attributable to a Cell of a protected Cell company being taken in execution in respect of a liability not attributable to that Cell, and in so far as such assets or compensation in respect thereof cannot otherwise be restored to the Cell affected, the company shall:
(a) cause or procure its auditor, acting as expert and not as arbitrator, to certify the value of the assets lost to the Cell affected; and
(b) transfer or pay, from the cellular or Non-Cellular Assets to which the liability was attributable to the Cell affected, assets or sums sufficient to restore to the Cell affected the value of the assets lost.
(7) Where under Article 101(6) (b) a protected Cell company is obliged to make a transfer or payment from Cellular Assets attributable to a Cell of the company, and those assets are insufficient, the company shall so far as possible make up the deficiency from its Non-Cellular Assets.

102. Recourse to Cellular Assets by creditors

Without prejudice to the provisions of Articles 101 and 109, Cellular Assets attributable to a Cell of a protected Cell company:

(a) shall only be available to the creditors of the company who are creditors in respect of that Cell and who shall thereby be entitled, in conformity with the provisions of the Law, to have recourse to the Cellular Assets attributable to that cell; and
(b) shall be absolutely protected from the creditors of the company who are not creditors in respect of that Cell and who accordingly shall not be entitled to have recourse to the Cellular Assets attributable to that Cell.

103. Cell Shares and share capital

(1) A protected Cell company may, in respect of any of its Cells, create and issue Cell Shares. The Cell Share Capital shall be comprised in the Cellular Assets attributable to the Cell in respect of which the Cell Shares were issued.
(2) The proceeds of the issue of Shares other than Cell Shares created and issued by a protected Cell company shall be comprised in the company's Non-Cellular Assets.
(3) A protected Cell company may pay cellular dividend in respect of Cell Shares.
(4) Cellular dividends may be paid in respect of Cell Shares by reference only to the Cellular Assets and liabilities, or the profits, attributable to the Cell in respect of which the Cell Shares were issued; and accordingly, in determining for the purposes of Article 60 whether or not profits are available for the purpose of paying a cellular distribution, no account need be taken of:
(a) the profits and losses, or the assets and liabilities, attributable to any other Cell of the company; or
(b) non-cellular profits and losses, or assets and liabilities.
(5) Unless the context requires otherwise, references to Shares, include references to Cell Shares.

104. Reduction of Cell share capital

(1) A protected Cell company may reduce the share capital of a Cell if authorised by a Resolution and its articles. Article 71 shall apply to a reduction in the share capital of a Cell as if a Cell were a company and the Cell Shares the Shares of a company for the purpose of that Article.

105. Name and memorandum of protected Cell company

(1) The name of a protected Cell company shall, without prejudice to the provisions of Article 7(3) (a), include the expression "Protected Cell" or "PCC".
(2) The articles of a protected Cell company shall State that it is a protected Cell company.
(3) A company may, in order to comply with Article 105(2), alter its articles by Resolution.
(4) Each Cell of a protected Cell company shall have its own distinct name or designation.

106. Consent of Registrar required for protected Cell company

(1) A company may not be incorporated as a protected Cell company, and an existing company may not be converted into a protected Cell company, except under the authority of and in accordance with the terms and conditions of the written consent of the Registrar.
(2) The Registrar may, from time to time, in such manner as it thinks fit.
(a) vary or revoke any term or condition subject to which a consent under Article 106(l) was granted; and
(b) impose any new term or condition in relation to any such consent.

107. Incorporation of a company as a protected Cell company

(1) An application for the incorporation of a company as a protected Cell company shall be made by:
(a) submission to the Registrar of the company's articles in accordance with Part 2 of this Law; and
(b) the filing of an application to the Registrar in such form and manner, and accompanied by such documents and information, verified in such manner, as the Registrar may require.
(2) An application made under Article 107(l) shall be accompanied by such Fee as may be prescribed.

108. Conversion of company into protected Cell company

A Person wishing to convert an existing company into a protected Cell company shall make an application to the Registrar in accordance with Article 107(l) (b).

109. Liability of cellular assets

(1) Subject to the provisions of Article 109(2), and save to the extent that the company may have agreed that a liability shall be the liability solely of the company's Non-Cellular Assets or of the Cellular Assets attributable to a particular Cell of the company, where any liability arises which is attributable to a particular Cell of a protected Cell company:
(a) the Cellular Assets attributable to that Cell shall be primarily liable;
(b) the company's Non-Cellular Assets shall be secondarily liable, provided that the Cellular Assets attributable to the relevant Cell have been exhausted; and
(c) the liability shall not be a liability of any Cellular Assets not attributable to the relevant Cell.
(2) In the case of loss or damage which is attributable to a particular Cell of a protected Cell company and which is caused by fraud, the loss or damage shall be the liability solely of the company's Non-Cellular Assets, without prejudice to any liability of any Person other than the company provided that the fraud referred to in Article 109(2) does not include the fraud of any Person making a claim against the company or any of its assets or of that person's servants, Employees, officers or agents.
(3) Any liability not attributable to a particular Cell of a protected Cell company shall be the liability solely of the company's Non-Cellular Assets.
(4) Notwithstanding the above provisions of this Article:
(a) the liabilities under Article 109(l) (a) of the Cellular Assets attributable to a particular Cell of a protected Cell company shall abate rateably until the value of the aggregate liabilities equals the value of those assets provided that the provisions of this Article 109(4) (a) shall be disregarded in assessing the existence and extent of any secondary liability under Article 109(l) (b);
(b) the liabilities of the company's Non-Cellular Assets shall abate rateably until the value of the aggregate liabilities equals the value of those assets provided that the provisions of this Article 109(4) (b) shall not apply in any situation in which any of the liabilities of the company's Non-Cellular Assets arises from fraud (other than the fraud of any Person making a claim against the company or any of its assets or of that persons, servants, Employees, offices or agents) or by reason of a special agreement such as is referred to in Article 109(l).

110. Disputes as to liability attributable to cells

In the event of any dispute as to:

(a) whether any right is or is not in respect of a particular cell;
(b) whether any creditor is or is not a creditor in respect of a particular cell;
(c) whether any liability is or is not attributable to a particular cell;
(d) the amount to which any liability is limited
the Court, on the application of the protected Cell company, and without prejudice to any other right or remedy of any Person, may issue a declaration in respect of the matter in dispute.

111. Company to inform persons they are dealing with protected Cell company

(1) A protected Cell company shall:
(a) inform any Person with whom it transacts that it is a protected Cell company; and
(b) for the purposes of that Transaction, identify or specify the Cell in respect of which that Person is transacting, unless that Transaction is not a Transaction in respect of a particular Cell.
(2) If, in contravention of Article I I 1 (1), a protected Cell company:
(a) fails to inform a Person that he is transacting with a protected Cell company, and that Person is otherwise unaware that, and has no reasonable grounds to believe that, he is transacting with a protected Cell company; or
(b) fails to identify or specify the Cell in respect of which a Person is transacting, and that .person is otherwise unaware of, and has no reasonable basis of knowing, which Cell he is transacting with then, in either such case:
(i) the Directors shall (notwithstanding any provision to the contrary in the company's articles or in any contract with the company or otherwise) incur personal liability to that Person in respect of the transaction; and
(ii) the Directors shall severally have a right of indemnity against the Non-Cellular Assets of the company, unless they were fraudulent, reckless or negligent, or acted in bad faith.
(3) Notwithstanding the provisions of Article 111(2), the Court may relieve a Director of all or part of his personal liability thereunder if he satisfies the Court that he ought fairly to be so relieved because:
(a) he was not aware of the circumstances giving rise to his liability and, in being not so aware, he neither was fraudulent, reckless or negligent, nor acted in bad faith; or
(b) he expressly objected, and exercised such rights as he had as a Director, whether by way of voting power or otherwise, so as to try to prevent the circumstances giving rise to his liability.
(4) Where, pursuant to the provisions of Article 111(3), the Court relieves a Director of all or part of his personal liability under Article 111(2), the Court may order that the liability in question shall instead be met from such of the assets of the Cell or Non-Cellular Assets of the protected Cell company as may be specified in the order.
(5) Any provision in the articles of a protected Cell company, and any other contractual provision under which the protected Cell company may be liable, which purports to indemnify Directors in respect of conduct which would otherwise disentitle them to an indemnity against Non-Cellular Assets by virtue of Article 111(2), shall be void.

112. Attribution of Non-Cellular Assets and liabilities

(1) Liabilities of a protected Cell company not otherwise attributable to any of its Cells shall be discharged from the company's Non-Cellular Assets.
(2) Income, receipts and other Property or rights of or acquired by a protected Cell company not otherwise attributable to any Cell shall be applied to any comprised in the company's Non-Cellular Assets.

113. Transfer of Cellular Assets from protected Cell company

(1) It shall be lawful, subject to the provisions of Article 113(3), for the Cellular Assets attributable to any Cell of a protected Cell company, but not the Non-Cellular Assets of a protected Cell company, to be transferred to another Person, wherever resident or incorporated, and whether or not a protected Cell company.
(2) A transfer, pursuant to Article 113(l), of Cellular Assets attributable to a Cell of a protected Cell company shall not of itself entitle creditors of that company to have recourse to the assets of the Person to whom the Cellular Assets were transferred.
(3) No transfer of the Cellular Assets attributable to a Cell of a protected Cell company may be made except under the authority of, and in accordance with the terms and conditions of, an order of the Court under this Article (a Cell transfer order).
(4) The Court shall not make a Cell transfer order in relation to a Cell of a protected Cell company:
(a) unless it is satisfied:
(i) that the creditors of the company entitled to have recourse to the Cellular Assets attributable to the Cell consent to the transfer; or
(ii) that those creditors would not be unfairly prejudiced by the transfer; and
(b) without hearing the representations of the Registrar thereon.
(5) The Court, on hearing an application for a Cell transfer order:
(a) may make an interim order or adjourn the hearing, conditionally or unconditionally;
(b) may dispense with any of the requirements or Article 113(4).
(6) The Court may attach such conditions as it thinks fit to a Cell transfer order, including conditions as to the discharging of claims of creditors entitled to have recourse to the Cellular Assets attributable to the Cell in relation to which the order is sought.
(7) The Court may make a Cell transfer order in relation to a Cell of a protected Cell company notwithstanding that:
(a) a liquidator has been appointed to act in respect of the company or the company has passed a resolution for voluntary winding up;
(b) a receivership order has been made in respect of the Cell or any other Cell of the company;
(c) an administration order has been made in respect of the Cell, the company or any other Cell thereof.
(8) The provisions of this Article 113 are without prejudice to any power of a protected Cell company lawfully to make payments or transfers from the Cellular Assets attributable to any Cell of the company to a Person entitled, in conformity with the provisions of this Part.
(9) For the avoidance of doubt, a protected Cell company shall not require a Cell transfer order to invest, and change Investment of, Cellular Assets or otherwise to make payments or transfers from Cellular Assets in the ordinary course of the company's business.

Part 19: Miscellaneous and Final Provisions

114. Form of company's records

(1) The records, which a company is required by this Law to keep, may be kept in the form of a bound or loose-leaf book, or photographic film, or may be entered or recorded by a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.
(2) A company shall take reasonable precautions:
(a) to prevent loss or destruction of;
(b) to prevent falsification of entries in; and
(c) to facilitate detection and correction of inaccuracies in
the records required by this Law to be kept, and a company which fails to comply with the provisions of this paragraph commits an offence.

115. Examination of records and admissibility of evidence

If any record referred to in Article 114(l) is kept otherwise than in intelligible written form, any duty imposed on the company by this Law to allow examination of, or to furnish extracts from, such record shall be treated as a duty to allow examination of, or to furnish a copy of the extract from, the record in intelligible written form.

116. Production and inspection of records where offence suspected

(1) If, on an application by the Registrar, there is shown to be reasonable cause to believe that a Person has, while an officer of a company, committed an offence in connection with the management of the company's affairs and that evidence of the Commission of the offence is to be found in any records of or under the control of the company, the Court may make an order:
(a) authorising a Person named in it to inspect the records in question, or any of them, for the purpose of investigating and obtaining evidence of the offence; or
(b) requiring the secretary of the company or an officer of it named in the order to produce and make available the records (or any of them) to a Person named in the order at a place so named.
(2) Article 116(l) applies also in relation to records of a Person carrying on the business of banking so far as they relate to the company's affairs, as it applies to records of or under the control of the company, except that no order referred to in sub-paragraph (b) of Article 11 6(l) shall be made by virtue of this paragraph.
(3) The decision of the Court on an application under this Article is not appealable.

117. Power of Court to grant relief in certain cases

(1) If in proceedings for negligence, default or breach of duty against an officer of a company or a Person employed by a company as auditor it appears to the Court that that officer or Person is or may be liable in respect of the negligence, default or breach of duty but that he has acted honestly and that having regard to all the circumstances of the case (including those Connected with his appointment) he ought fairly to be excused for the negligence, default or breach of duty or breach of trust, the Court may relieve him, either wholly or partly, from his liability on such terms as it thinks fit.
(2) If an officer or Person mentioned in Article 11 7(l) has reason to apprehend that a claim will or might be made against him in respect of negligence, default or breach of duty he may apply to the Court for relief, and the Court on the application has the same power to relieve him as it would have had if proceedings against that Person for negligence, default or breach of duty had been brought.

118. Power of Court to declare dissolution of company void

(1) Where a company has been dissolved under this Law, the Court may at any time within 10 years of the date of the dissolution, on an application made for the purpose by a liquidator of the company or by any other Person appearing to the Court to be interested, make an order, on such terms as the Court thinks fit, declaring the dissolution to have been void and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved.
(2) Thereupon such proceedings may be taken which might have been taken if the company had not been dissolved.
(3) The Person on whose application the order was made shall within 14 days after the making of the order (or such further time as the Court may allow), deliver the relevant Order of the Court to the Registrar for registration.
(4) A Person who fails to comply with Article 118(3) commits an offence.

119. Punishment of offences

(1) Schedule 2 has effect with respect to the way in which offences under this Law are punishable.
(2) In relation to an offence under a provision of this Law specified in the first column of Schedule 2 (the general nature of the offence being described in the second column) the third column shows in relation to the offence the maximum punishment under this Law which may be imposed on a Person who commits the offence.
(3) The fourth column shows (in relation to an offence for which there is an entry in that column) that a Person found guilty of the offence after continued contravention is liable to a daily default fine; that is to say he is liable on a second or subsequent or subsequent Commission of the offence to the fine specified in that column for each day on which the contravention is continued (instead of the penalty specified for the offence in the third column).
(4) For the purposes of any Article of this Law where under or pursuant to this Law an officer of a company or other Body Corporate who is in default commits an offence, the expression, officer in default' means any officer of the company or Body Corporate who knowingly and wilfully authorises or permits the default, refusal or contravention mentioned in the Article.

121. Rectification of Breach

Where a company or any Member, Director, officer, Employee, agent, auditor, administrative receiver, receiver, or liquidator of a company does not comply with this Law, the regulations or articles a complainant or creditor of the company may, in addition to any other right he may have, apply to the Court for an order directing the company or any other Person to comply with, or restraining the company or any Person from acting in breach of, any provisions thereof, and upon such application the Court may so order mad make further order it thinks fit.