6.3.5. An Investment Company must, ensure that, whenever it uses its name, the name is immediately followed by:
(a) for a Closed-Ended Investment Company—the words ‘Closed-Ended Investment Company’ or the abbreviation ‘CEIC’; and
(b) for an Open-Ended Investment Company—the words ‘Open-Ended Investment Company’ or the abbreviation ‘OEIC’.
6.3.6. To remove any doubt, the relevant words or abbreviations mentioned in subrule 6.3.5 must be used instead of any words or abbreviation that the Investment Company would otherwise have been required or permitted to use immediately following its name under section 37 (Name of Private Company) or 38 (Name of Public Company) of the AIFC Companies Regulations.
6.3.7. Also, to remove any doubt, subrule 6.3.5 does not limit section 21 (Prohibition against use of misleading, deceptive or conflicting Company names) of the AIFC Companies Regulations.
6.3.8. The Articles of Association of an Investment Company that is an Open-Ended Investment Company must state that it is an Open-Ended Investment Company with variable share capital.
6.3.9. Subject as otherwise provided in the Articles of Association, Shareholders are entitled, on request, to have their Shares redeemed by the Fund Manager at a price based on the net asset value of the property of the Fund and decided in accordance with and at such intervals as may be prescribed by the Articles of Association and any relevant Legislation Administered by the AFSA.
6.3.10. In addition to any other requirements under the AIFC Companies Regulations and these Rules, the Articles of Association of an Investment Company must contain provisions about the following matters:
(a) the objects of the Investment Company, including:
(і) detail about the kind of property in which the Investment Company is to invest; and
(ii) a statement that the object of the Investment Company is to invest in property of that kind with the aim of spreading investment risk or with the aim of investing in a single property, as the case may be, and of giving its Shareholders the benefit of the results of the management of that property;
(b) matters required to be included in the Articles of Association under the AIFC Collective Investment Scheme Rules or by the AFSA under or for those Rules.
6.3.11. The Articles of Association of an Investment Company that is a Closed-Ended Investment Company must state that it is a Closed-Ended Investment Company with fixed share capital.
6.3.12. The Articles of Association of an Investment Company must comply with this Part, the AIFC Collective Investment Scheme Rules and any requirements imposed by the AFSA under or for those Rules.
6.3.13. An Investment Company may alter its Articles of Association by Special Resolution to comply with this Part, the AIFC Collective Investment Scheme Rules and any requirements imposed by the AFSA under or for those Rules.
6.4.1. An application for consent under 7.3.3 (Incorporation of, or conversion into, Investment Company) in relation to a Company must be made to the AFSA by the Company and the Operator and must be in the form, contain the information and be accompanied by the Documents and additional information, required by the AFSA.
6.4.2. The AFSA may, in its absolute discretion, refuse to give its consent if it considers it necessary or appropriate to do so in the interests of the AIFC.
6.4.3. If the AFSA refuses to give its consent, the AFSA must, as soon as practicable after it makes the decision, give the applicants Written notice of the decision and, if requested by an applicant, give the applicants Written reasons for the decision.
6.5.1. The AFSA may, at any time and at its absolute discretion, revoke a consent given for an Investment Company under rule 6.3.3 (Incorporation of, or conversion into, Investment Company) if it considers it necessary or appropriate to do so in the interests of the AIFC.
6.5.2. Before revoking the consent, the AFSA must consider whether any necessary and appropriate steps have been taken to secure 1 or more of the following under the AIFC Insolvency Regulations:
(a) the appointment of a Receiver or Administrative Receiver for the Investment Company; or
(b) the winding up of the Investment Company.
6.5.3. If the AFSA revokes the consent, the AFSA must, as soon as practicable after it makes the decision, give the Investment Company and the Fund Manager Written notice of the decision and, if requested by the Company or Fund Manager, give the Company or Fund Manager Written reasons for the decision.
6.5.4. On receipt of the notice under subrule 6.5.3, the Investment Company and its Fund Manager must immediately give Written notice of the revocation of the AFSA’s consent to:
(a) each regulatory authority in every jurisdiction to which the consent related before its revocation; and
(b) each Shareholder of the Investment Company.
6.5.5. A notice required to be given under subrule 6.5.4 may be given jointly by the Investment Company and its Fund Manager.
6.6.1. The AFSA may, in the interests of the AIFC, give a direction under this rule to an Investment Company or any of its Directors.
6.6.2. Without limiting subrule 6.6.1, a direction under this rule may:
(a) require the Investment Company to cease the issue or redemption, or both the issue and redemption, of Shares or any class of Shares in the Company; or
(b) require the Investment Company, or any Director of the Company, to apply to the Court under the AIFC Insolvency Regulations or AIFC Insolvency Rules for any 1 or more of the following:
(і) the appointment of a Receiver or Administrative Receiver for the Company;
(ii) the winding up of the Company; or
(c) require that the affairs of the Investment Company be wound up otherwise than by the Court.
6.6.3. If a consent given for an Investment Company under rule 6.3.3 (Incorporation of, or conversion into, Investment Company) is revoked, the revocation does not affect the operation of any direction that is then in force in relation to the Company under this rule; and a direction may be given in relation to a Company under this rule if a direction was in force under this rule in relation to the Company when the consent was revoked.
6.6.4. However, a direction may not be given under this rule in relation to an Investment Company if an order appointing a Receiver or Manager, or a winding up order, has been made by the Court in relation to the Company.
6.6.5. If a direction is in force under this rule in relation to an Investment Company, the AFSA may, on its own initiative or on the application of the Company or its Fund Manager, revoke or the direction if it considers it necessary or appropriate to do so in the interests of the AIFC.
6.6.6. A direction under this rule takes effect:
(a) immediately, if the notice states that it is to take effect immediately; or
(b) on the date specified in the notice.
6.6.7. If the AFSA proposes to give a direction to a Person under this rule, or gives a direction to a Person under this rule with immediate effect, it must give a Written notice about the direction to the Person. If the AFSA gives a notice to a Director of the Investment Company, it must also give a Written notice about the direction to the Company.
6.6.8. A notice given to the Investment Company or a Director of the Company must:
(a) give details of the direction; and
(b) explain when the direction takes effect; and
(c) state the AFSA’s reasons for giving the direction and for its decision about when the direction takes effect; and
(d) tell the Company or Director that the Company or Director may make representations to the AFSA within the period specified in the notice.
6.6.9. If, having considered any representations made by the Investment Company or Director within the period specified in the notice, the AFSA decides:
(a) to give, or not to give, the direction in the way proposed; or
(b) to give the direction in a way other than the way proposed; or
(c) if the direction has been given—to revoke, or not to revoke, the direction;
the AFSA must, as soon as practicable after it makes the decision, give the Company or Director Written notice of the decision and must, if the Company or Director requests, give the Company or Director Written reasons for the decision.
6.7.1. An Investment Company may issue fractions of Shares if authorised by its Articles of Association.
6.7.2. The AFSA may prescribe in rules made under the AIFC Financial Services Framework Regulations the form and contents of share certificates of an Investment Company and how share certificates may be delivered by an Investment Company.
6.7.3. Nothing in subrule 6.7.2 must prevent an Investment Company issuing share certificates in a dematerialised (electronic) form.
6.7.4. Subject to any requirements that may be made by the AFSA under any Legislation Administered by the AFSA, an Investment Company may, after giving notice by press release, directly communicating with its Shareholders, posting notice on its website and, if its Fund is listed on an exchange, giving notice to the exchange, close its Register of Shareholders for any time or times not exceeding, in total, 30 days in each year.
6.7.5. Subrule 6.7.6 applies if:
(a) the Fund Manager for an Investment Company is satisfied that a Shareholder (the defaulting Shareholder) has Failed to make any payment in money or transfer of property due to the Fund Manager under these Rules or the Articles of Association of the Investment Company in relation to the creation and sale or resale of Shares to the Shareholder; and
(b) the Fund Manager receives any share certificate in relation to the Shares.
6.7.6. If this subrule applies, the Fund Manager must cancel or make any necessary amendments to the share certificate and make any necessary deletion or alteration in the Register of Shareholders. The Fund Manager is then entitled to the Shares in relation to which the defaulting Shareholder’s name has been removed from the Register of Shareholders until the Shares are cancelled or resold by the Fund Manager and the name of the purchaser entered in the register.
6.7.7. The Fund Manager of an Open-Ended Investment Company is taken to hold each Share during the times that neither the Fund Manager nor any other Person is entered in the Register of Shareholders as the holder of the Share.
6.7.8. An Investment Company shall maintain its register of Shareholders in accordance with the requirements:
(a) in the AIFC Collective Investment Scheme Rules rule 7.10; and
(b) in Chapter 5 of Part 7 of the AIFC Companies Regulations, to the extent that such requirements are not inconsistent with the requirements referred to in (a).
6.8.1. The Articles of Association of an Investment Company may contain provision about any matter in relation to Share transfers for which provision is not made by the AIFC Companies Regulations or these Rules.
6.8.2. If any Shares of an Investment Company are transferred to the Company, the Company must cancel the Shares.
6.8.3. For section 54 (Transfer and registration of Shares and Debt Securities) of the AIFC Companies Regulations, an Investment Company may refuse to register a transfer of Shares if the transfer would result in a Contravention of any provision of the Company’s Articles of Association or would produce a result inconsistent with any provision of the Company’s prospectus.
6.8.4. Subject as otherwise provided in the Articles of Association, an Open-Ended Investment Company must redeem its Shares at a price based on the net asset value of the property of the Company in accordance with and at such intervals as may be prescribed by its Articles of Association and any relevant Legislation Administered by the AFSA. Chapters 5 (Registers of Shareholders and Debt Security Holders and share certificates) and 6 (Redemption and purchase of Shares) of Part 7 (Private Companies and Public Companies) of the AIFC Companies Regulations do not apply to the redemption of Shares by an Open-Ended Investment Company.
6.8.5. A Closed-Ended Investment Company must not purchase any Shares of any class of which it is the issuer, unless it does so on an Exchange Facility or another open market approved by the AFSA.
7.1.1. For section 204(1) (Public registers) of the AIFC Companies Regulations, the Registrar of Companies must keep and publish registers of current and past registrations of Companies and Recognised Companies, the separate register of Restricted Scope Companies under Part 9 of these Rules and the separate register of Special Purpose Companies under the AIFC Special Purpose Company Rules, by recording in the relevant register the following details, so far as they may be relevant, in relation to each company that is, or has been, incorporated or registered in the AIFC:
(a) current name;
(b) identification number;
(c) date of registration;
(d) type of company;
(e) each former name;
(f) the date of registration of each change of name;
(g) the address of the current registered office;
(h) the address of each of the former registered office;
(і) the date of registration of each change of registered office;
(j) the names of each of the current Directors;
(k) the date each of the current Directors became a Director;
(l) the names of each former Director;
(m) the dates each of the former Directors became and ceased to be a Director;
(n) the names of the current Secretary or, if there are 2 or more joint Secretaries, each joint Secretary;
(o) the date the current Secretary became Secretary or the dates each joint Secretary became a joint Secretary, as the case may be;
(p) the names of each former Secretary or, if there have at any time been 2 or more joint Secretaries, the names of each former joint Secretary;
(q) the dates each of the former Secretaries or joint Secretaries became and ceased to be a Secretary or joint Secretary;
(r) the number and class of issued Shares or membership interests, the nominal value of Shares, and the amount of Paid-up share capital;
(s) names of Shareholders or members of the company or, if the Shares are listed on an exchange for trading, the 20 members holding the most number of Shares;
(t) for a Recognised Company—the jurisdiction in which the company is incorporated;
(u) for a Recognised Company—the address of the company’s current registered principal place of business in the AIFC or, if the company is no longer registered, the address of its last registered principal place of business in the AIFC;
(v) for a Recognised Company—the addresses of the company’s former registered principal places of business in the AIFC;
(w) for a Recognised Company—the date of registration of every change of the company’s registered principal place of business in the AIFC;
(x) for a Recognised Company—the name and address of the each Person currently registered as authorised to accept service on behalf of the company or, if the company is no longer registered, the name and address of each Person last registered as authorised to accept service on behalf of the company;
(y) for a Recognised Company—the name and address of each Person formerly registered as authorised to accept service on behalf of the company;
(z) for a Recognised Company—the date of registration of every change in the details of the Persons authorised to accept service on behalf of the company;
(za) the Company’s financial year end;
(zb) the dates of the commencement and ending of each scheme of arrangement, receivership or liquidation in relation to the Company;
(zc) the name and address of the following in relation to the company:
(і) each Nominee for a proposed Voluntary Arrangement, or Supervisor of a Voluntary Arrangement, within the meaning of the AIFC Insolvency Regulations;
(ii) each Administrator within the meaning of the AIFC Insolvency Regulations;
(zd) the dates each Nominee, Supervisor or Administrator mentioned in paragraph (zc) became and ceased to be a Nominee, Supervisor or Administrator in relation to the Company and, for an Administrator, whether the Administrator was a Receiver, Administrative Receiver or Liquidator;
(ze) the date of the company’s dissolution; and
(zf) the annual accounts of a Public Company and any other applicable Company in accordance with section 131(5) of the AIFC Companies Regulations.
7.1.2. A certificate that appears to be signed by or on behalf of the Registrar of Companies, and states any matter that appears in a register kept by the Registrar under section 204(1) of the AIFC Companies Regulations, is evidence of the matter.
7.1.3. The Court must accept a certificate under subrule 7.1.2 as proof of the matters stated in it if there is no evidence to the contrary.
7.1.4. A Document that appears to be a copy of the certificate of registration of a Company or a certificate of recognition of a Recognised Company, and to be certified by the Registrar of Companies, is evidence of the matters stated in it.
7.1.5. The Court must accept a Document mentioned in subrule 7.1.4 as evidence of the matters stated in it unless the contrary is established.
7.2.1. If the Registrar of Companies issues or prescribes a form (an approved form) to be used for a particular purpose under or in connection with the AIFC Companies Regulations, these Rules or any other Legislation Administered by the Registrar, the form must be used for that purpose.
7.2.2. If the AFSA issues or prescribes a form (also an approved form) to be used for a particular purpose under or in connection with the AIFC Companies Regulations or these Rules, the form must be used for that purpose.
7.2.3. Substantial compliance with an approved form in sufficient.
7.2.4. However, an approved form is properly completed only if each mandatory requirement applying to the form is complied with.
7.2.5. For subrule 7.2.3, a mandatory requirement is any requirement mentioned in subrule 7.2.6 and any other requirement that the form states is a mandatory requirement.
7.2.6. Each of the following is a mandatory requirement for every approved form, except so far as a particular approved form otherwise provides or the AFSA or Registrar of Companies exempts a Person from the requirement:
(a) the form must be on white paper of international A4 size;
(b) the form must be clearly printed or written in black in a way that is permanent and can be reproduced or copied by photographic or electronic means;
(c) the form must contain, where applicable, the original signatures of the Person or Persons indicated on the form and the date on which they signed;
(d) if the form relates to a Person—the form must state the Person’s full name and, if the Person has an identification number, the identification number;
(e) if the form has an annexure—the annexure must be endorsed with the following words ‘This is the (or, if appropriate, an) annexure to the (insert the name of the form or a description of it) relating to (insert the name of the Person the form relates to) dated (insert date of form);
(f) the form must be completed in the English language.
7.2.7. Without limiting subrule 7.2.5, an approved form may state that any of the following requirements is a mandatory requirement:
(a) that the form be signed or witnessed, or signed and witnessed in a particular way;
(b) that the form, or information or a Document given with or attached to the form, be in a particular format (for example, in Writing or a particular electronic format);
(c) that particular information be included in the form, or a particular Document be attached to or given with the form;
(d) that the form, information in the form, or a Document attached to or given with the form, be verified in a particular way.
7.3.1. If a provision of any Legislation Administered by the Registrar requires or permits the Registrar of Companies to make a decision (including a decision to refuse to make a decision), the procedures prescribed by Schedule 2 (Decision-making Procedures for Registrar of Companies) are, so far as they are relevant to the making of the decision and not inconsistent with a provision of any AIFC Regulations, any other provision of these Rules or a provision of any other AIFC Rules, the Decision-making Procedures applying to the making of the decision by the Registrar.
7.3.2. To remove any doubt, the procedures prescribed by Schedule 2 are prescribed for the definition of Decision-making Procedures in Schedule 1 (Interpretation) of the AIFC Companies Regulations and any definition corresponding to that definition in any other Legislation Administered by the Registrar.
7.3.3. However, Schedule 2 does not apply in relation to the making of a decision by the Registrar of Companies so far as that Schedule provides that that it does not apply in relation to the making of the decision.
7.3.4. To remove any doubt, Schedule 2 does not prevent the Registrar of Companies from establishing a mechanism under which a decision made in accordance with that Schedule is reviewed by officers, employees or agents of the AFSA who were not involved in making the decision or by an independent third party who the Registrar considers competent to conduct the review.
The maximum fine that may be imposed on a Person by the Registrar of Companies for a Contravention of a provision of the AIFC Companies Regulations mentioned in column 2 of an item of the table in Schedule 3 (Fine limits) is the amount specified in column 4 of the item.
PART 8: PROTECTED CELL COMPANIES
8.1. Protected Cell Companies prescribed type of Company for Companies Regulations
For Part 11 (Other types of Company) of the AIFC Companies Regulations, a Protected Cell Company is prescribed as a type of Company.
8.2. Modification of Companies Regulations and general powers of AFSA
8.2.1. In accordance with section 143(2)(b) (Incorporation of prescribed type of Company) of the AIFC Companies Regulations, the application of:
(a) section 74 (Directors) of the AIFC Companies Regulations is modified in relation to its application to a Protected Cell Company to permit a Protected Cell Company to be managed by 1 Director, which may be a Body Corporate;
(b) section 13(4) of the AIFC Companies Regulations is modified such that an application for incorporation of a Protected Cell Company must state that the Protected Cell Company is to be incorporated as a Protected Cell Company; and
(c) section 16(1)(a) of the AIFC Companies Regulations is modified such that the certificate of incorporation issued for a Protected Cell Company must state that the company is incorporated as a Protected Cell Company.
8.2.2. This Part is additional to the provisions of any AIFC Regulations or any other provisions of AIFC Rules that may apply to the incorporation of, or conversion to, a Protected Cell Company, or that may apply to the operations and affairs and winding up of a Protected Cell Company, including, for example, the provisions of the AIFC Companies Regulations, the AIFC Financial Services Framework Regulations, the AIFC Collective Investment Scheme Rules, the AIFC Insolvency Regulations and the AIFC Insolvency Rules.
8.2.3. This Part does not limit any powers of the AFSA under AIFC Financial Services Framework Regulations or any other Legislation Administered by the AFSA.
8.2.4. Where an Umbrella Fund is formed as a Protected Cell Company, the terms in these Rules will have the meanings given to them in rule 4.3 of Schedule 4 (Interpretation).
8.3. Incorporation of, or conversion into, Protected Cell Company
8.3.1. Subject to the AIFC Companies Regulations and any other provisions of these Rules:
(a) a Company may be incorporated, under section 143 (Incorporation of prescribed types of Company) of those Regulations, as a Protected Cell Company; or
(b) an existing Company may, if authorised by its Articles of Association and by a Special Resolution, be converted, under that section, into a Protected Cell Company.
8.3.2. A Company shall not be incorporated as, or operate as, a Protected Cell Company, and an existing company shall not be converted into, or operate as, a Protected Cell Company, unless:
(a) the Company is formed, and will operate, for the main purpose of conducting business which Protected Cell Companies are expressly permitted to be formed and operated for under Legislation Administered by the AFSA; and
(b) the AFSA has given its prior written consent.
8.3.3. An application for consent under rule 8.3 (Incorporation of, or conversion into, Protected Cell Company) in relation to a Company must be made to the AFSA by the Company or the Incorporator and must be in the form, contain the information and be accompanied by the documents and additional information, required by the AFSA.
8.3.4. The AFSA may only grant its consent, under subrule 8.3.2, where it is satisfied that the requirements under this Part or under other applicable Legislation Administered by the AFSA are met by the applicant. If the AFSA refuses to give its consent, the AFSA must, as soon as practicable after it makes the decision, give the applicants Written notice of the decision and, if requested by an applicant, give the applicants Written reasons for the decision.
8.3.5. Where under subrule 8.3.2, the AFSA grants consent following any representations from an applicant as to the proposed activities or objectives of the Protected Cell Company, including any such representations in a business plan, the Protected Cell Company must not carry out any activity or pursue any objective contrary to the effect of those representations without obtaining the further prior written consent of the AFSA.
8.3.6. A Protected Cell Company must, ensure that, whenever it uses its name, the name is immediately followed by the words 'Protected Cell Company' or the abbreviation 'PCC'.
8.3.7. To remove any doubt, the relevant words or abbreviations mentioned in subrule 8.3.6 must be used instead of any words or abbreviation that the Protected Cell Company would otherwise have been required or permitted to use immediately following its name under section 37 (Name of Private Company) or 38 (Name of Public Company) of the AIFC Companies Regulations.
8.3.8. Also, to remove any doubt, subrule 8.3.6 does not limit section 21 (Prohibition against use of misleading, deceptive or conflicting Company names) of the AIFC Companies Regulations.
8.3.9. Each Cell of a Protected Cell Company shall have its own distinct name or designation.
8.3.10. The Articles of Association of a Protected Cell Company must state that it is a Protected Cell Company.
8.3.11. A Protected Cell Company may alter its Articles of Association by Special Resolution to comply with this Part and any requirements imposed by the AFSA under or for those Rules.
8.3.12. 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.
8.4. Revocation of AFSA consents
8.4.1. The AFSA may, at any time and at its absolute discretion, revoke a consent given for a Protected Cell Company under rule 8.3 (Incorporation of, or conversion into, Protected Cell Company) if it considers it necessary or appropriate to do so in the interests of the AIFC. The revocation of a consent under this subrule 8.4.1 shall not have retrospective effect.
8.4.2. Before revoking the consent, the AFSA must consider whether any necessary and appropriate steps have been taken to secure 1 or more of the following under the AIFC Insolvency Regulations:
(a) the appointment of a Cell Receiver in respect of 1 or more Cells;
(b) the appointment of a Receiver or Administrative Receiver for the Protected Cell Company; or
(c) the winding up of the Protected Cell Company.
8.4.3. If the AFSA revokes the consent, the AFSA must, as soon as practicable after it makes the decision, give the Protected Cell Company Written notice of the decision and, if requested by the Company, give the Protected Cell Company Written reasons for the decision.
8.4.4. On receipt of the notice under subrule 8.4.3, the Protected Cell Company must immediately give Written notice of the revocation of the AFSA’s consent to:
(a) each regulatory authority in every jurisdiction to which the consent related before its revocation; and
(b) each Shareholder of the Protected Cell Company.
8.5.1. The AFSA may, in the interests of the AIFC, give a direction under this rule to a Protected Cell Company or any of its Directors.
8.5.2. Without limiting subrule 8.5.1, a direction under this rule may:
(a) require the Protected Cell Company to cease the issue or redemption, or both the issue and redemption, of Shares or any class of Shares in the Protected Cell Company; or
(b) require the Protected Cell Company, or any Director of the Company, to apply to the Court under the AIFC Insolvency Regulations or AIFC Insolvency Rules for any 1 or more of the following:
(і) make a Cell Receivership Order in relation to one or more Cells;
(ii) the appointment of a Receiver or Administrative Receiver for the Company;
(iii) the winding up of the Company; or
(c) require that the affairs of the Protected Cell Company be wound up otherwise than by the Court.
8.5.3. If a consent given for a Protected Cell Company under rule 8.3 (Incorporation of, or conversion into, Protected Cell Company) is revoked, the revocation does not affect the operation of any direction that is then in force in relation to the Protected Cell Company under this rule; and a direction may be given in relation to a Protected Cell Company under this rule if a direction was in force under this rule in relation to the Protected Cell Company when the consent was revoked.
However, a direction may not be given under this rule in relation to a Protected Cell Company if
a Cell Receivership Order, an order appointing a Receiver or Administrative Receiver, or a winding up order, has been made by the Court in relation to the Company.
8.5.5. If a direction is in force under this rule in relation to a Protected Cell Company, the AFSA may, on its own initiative or on the application of the Protected Cell Company, revoke or the direction if it considers it necessary or appropriate to do so in the interests of the AIFC.
8.5.6. A direction under this rule takes effect:
(a) immediately, if the notice states that it is to take effect immediately; or
(b) on the date specified in the notice.
8.5.7. If the AFSA proposes to give a direction to a Person under this rule, or gives a direction to a Person under this rule with immediate effect, it must give a Written notice about the direction to the Person. If the AFSA gives a notice to a Director of the Protected Cell Company, it must also give a Written notice about the direction to the Protected Cell Company.
8.5.8. A notice given to the Protected Cell Company or a Director of the Protected Cell Company must:
(a) give details of the direction; and
(b) explain when the direction takes effect; and
(c) state the AFSA’s reasons for giving the direction and for its decision about when the direction takes effect; and
(d) tell the Protected Cell Company or Director that the Protected Cell Company or Director may make representations to the AFSA within the period specified in the notice.
8.5.9. If, having considered any representations made by the Protected Cell Company or Director within the period specified in the notice, the AFSA decides:
(a) to give, or not to give, the direction in the way proposed; or
(b) to give the direction in a way other than the way proposed; or
(c) if the direction has been given to revoke, or not to revoke, the direction;
the AFSA must, as soon as practicable after it makes the decision, give the Company or Director Written notice of the decision and must, if the Company or Director requests, give the Company or Director Written reasons for the decision.
8.6. Cell Shares and Share Capital
8.6.1. Unless the context requires otherwise, for the purposes of application of the AIFC Companies Regulations and these Rules to a Protected Cell Company, a reference to a Share is taken to include a reference to a Cell Share and a reference to a Shareholder is taken to include a reference to a holder of Cell Shares.
8.6.2. 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.
8.6.3. 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.
8.6.4. A Protected Cell Company may pay Cellular Dividends in respect of Cell Shares.
8.6.5. Cellular Dividends may be paid in respect of Cell Shares by reference only to the Cellular Assets and liabilities, or the profits and losses, attributable to the Cell in respect of which the Cell Shares were issued; and accordingly, in determining for the purposes of Chapter 8 of Part 7 of the AIFC Companies Regulations, 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; or
(b) Non-Cellular Assets and liabilities or profits and losses.
8.7. Shares and Register of Shareholders
8.7.1. Except as provided in subrule 8.7.4, a Protected Cell Company must prepare documentary evidence of title to Cell Shares (in this section referred to as a 'certificate') as follows:
(a) in respect of any new Cell Shares issued by it;
(b) where a Shareholder has transferred part only of his holding back to the Protected Cell Company, in respect of the remainder of that holding;
(c) where a Protected Cell Company has registered a transfer of Cell Shares made to a person other than the Protected Cell Company;
(і) in respect of the Cell Shares transferred to the transferee; and
(ii) in respect of any Cell Shares retained by the transferor which were evidenced by any certificates sent to the Protected Cell Company for the purposes of registering the transfer; and
(d) in respect of any Cell Shares for which the certificate has already been issued but where it appears to the Protected Cell Company that the certificate needs to be replaced as a result of being lost, stolen or destroyed, or having become damaged or worn out.
8.7.2. Certificates need only be prepared in the circumstances referred to in subrule 8.7.1(d) if the Protected Cell Company has received:
(a) a request for a new certificate;
(b) the old certificate, if there is one;