(c) such indemnity as the Protected Cell Company may require; and
(d) such reasonable sum as the Protected Cell Company may require in respect of the expenses incurred by it in complying with the request.
8.7.3. Each certificate must state:
(a) the Cell to which the Cell Shares relate;
(b) the number of Cell Shares, the title to which is evidenced by the certificate;
(c) where the Protected Cell Company has more than one class of Cell Shares, the class of Cell Shares, the title to which is evidenced by the certificate; and
(d) the name of the holder.
8.7.4. Nothing in this Part requires a Company to prepare certificates in the following circumstances:
(a) where the Articles of Association permit issuing Share certification in dematerialised form;
(b) where a Shareholder has indicated to the Company in writing that he does not wish to receive a certificate; or
(c) where legislation applicable in the AIFC provides otherwise for evidencing an entitlement to Shares.
8.7.5. Every Protected Cell Company must keep an index of the names of its Shareholders, which index must:
(a) contain, in relation to each Shareholder, a sufficient indication to enable the account of that Shareholder in the register to be readily found;
(b) specify the particular Cell or Cells to which an account or accounts of that Shareholder relate;
(c) be readily searchable by reference to the account of the Shareholder or by reference to a Cell;
(d) be kept at all times at the same place as the register of Shareholders; and
(e) be altered where necessary within fourteen days after the date of any alteration made to the register of Shareholders.
8.7.6. Nothing in rules 8.7.1 to 8.7.5 is taken to remove the Protected Cell Company’s obligations to identify, obtain and maintain Ultimate Beneficial Ownership information of its Shareholders and, the Registrar’s powers to obtain such information, for the purposes of the AIFC Companies Regulations.
8.8.1. The Articles of Association of a Protected Cell Company may contain provisions about any matter in relation to Share transfers for which provision is not made by the AIFC Companies Regulations or these Rules.
8.8.2. For section 54 (Transfer and registration of Shares and Debt Securities) of the AIFC Companies Regulations, a Protected Cell Company may refuse to register a transfer of Shares if the transfer would result in a Contravention of any provision of the Protected Cell Company’s Articles of Association.
8.9. Cellular and Non-Cellular Assets
8.9.1. The assets of a Protected Cell Company shall be either Cellular Assets or Non-Cellular Assets.
8.9.2. The Cellular Assets of a Protected Cell Company comprise the assets of the Company attributable to the Cells of the Company.
8.9.3. The assets attributable to a Cell of a Protected Cell Company comprise:
(a) assets represented by the proceeds of Cell Share Capital and reserves, including retained earnings, capital reserves and share premiums, attributable to the Cell; and
(b) all other assets attributable to the Cell.
8.9.4. The Non-Cellular Assets of a Protected Cell Company comprise the assets of the Company which are not Cellular Assets.
8.9.5. 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, and comprised in, the Company’s Non- Cellular Assets.
8.10. Prohibition on dealings or transactions between Cells
8.10.1. A Protected Cell Company shall not:
(a) transfer a Cellular Asset attributable to one of its Cell to another of its Cell; or
(b) merge or consolidate a Cell of the Company with, or into, one or more other Cells of the Company;
except under the authority of, and in accordance with the terms and conditions of, an order of the Court.
8.10.2. In considering whether or not to make an order relating to a proposed transfer, merger or consolidation referred to in subrule 8.10.1, the Court may:
(a) require the applicant to establish to the satisfaction of the Court:
(і) that the creditors of the Protected Cell Company entitled to have recourse to the Cellular Assets attributable to the relevant Cells consent to the transfer, merger or consolidation as the case may be or otherwise would not have their interests unfairly prejudiced by the transfer, merger or consolidation; and
(ii) that the Shareholders of the Protected Cell Company and of each relevant Cell consent to the transfer, merger or consolidation as the case may be or otherwise would not have their interests unfairly prejudiced by the transfer, merger or consolidation; and
(b) hear the representations of the AFSA, if any.
8.10.3. The Court, on hearing an application for an order under this rule 8.10, may make an interim order or an order adjourning the hearing, conditionally or unconditionally.
8.11.1. In this rule 8.10.3, ‘Officer’ means:
(a) an Officer as defined in the AIFC Companies Regulations;
(b) a Cell Receiver as defined in the AIFC Insolvency Rules;
(c) a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of a Protected Cell Company; or
(d) a person in accordance with whose instructions or wishes the Directors of a Protected Cell Company are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the Directors or the Protected Cell Company).
8.11.2. Each Director and Officer of a Protected Cell Company shall:
(a) keep Cellular Assets separate and separately identifiable from Non-Cellular Assets; and
(b) keep Cellular Assets attributable to each Cell separate and separately identifiable from Cellular Assets attributable to other Cells.
8.11.3. The duty imposed by subrule 8.11.2 is not breached solely by reason that:
(a) a Director or an Officer of a Protected Cell Company cause or permit Cellular Assets and Non-Cellular Assets to be held:
(і) by or through a nominee; or
(ii) by a company the shares and capital interests of which may be Cellular Assets or Non-Cellular Assets, or a combination of both; or
(b) a Directors or an Officer 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.
8.11.4. In the event of a contravention of subrule 8.11.2:
(a) each Director and Officer in contravention, as the case may be, shall incur personal liability for any loss or damage as a consequence of the contravention; and
(b) each such Director or Officer shall severally have a right of indemnity against the Non- Cellular Assets of the Company, unless he was fraudulent, reckless or negligent, or acted in bad faith.
8.11.5. Subrule 8.11.4 is subject to subrule 8.13.1.
8.12. Disclosure of dealings with Protected Cell Company
8.12.1. A Protected Cell Company shall:
(a) inform any Person with whom it transacts that it is a Protected Cell Company;
(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; and
(c) where the transaction is in respect of a particular Cell, inform the person that the Cellular Assets of that Cell, and only those assets, are available to pay the obligations and liabilities of that Cell.
8.12.2. If, in contravention of subrule 8.12.1, 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;
(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; or
(c) fails to inform a person that the Cellular Assets of that Cell, and only those assets, are available to pay the obligations and liabilities of that Cell;
then, in any such case:
(a) each Director and Officer shall incur personal liability to that Person in respect of the transaction; and
(b) each such Director or Officer shall severally have a right of indemnity against the Non- Cellular Assets of the Company, unless he was fraudulent, reckless or negligent, or acted in bad faith.
8.12.3. Subrule 8.12.2 is subject to subrule 8.13.1.
8.13. Further provisions concerning personal liability
8.13.1. Notwithstanding subrules 8.11.4 and 8.12.2, the Court may relieve a Director or an Officer, as the case may be, 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 was neither fraudulent, reckless or negligent, nor acted in bad faith; or
(b) he expressly objected, and exercised such rights as he had as such a Director or an Officer, whether by way of voting power or otherwise, so as to try to prevent the circumstances giving rise to his liability.
8.13.2. Where, pursuant to subrule 8.13.1, the Court relieves a director or officer of all or part of his personal liability under subrules 8.11.4 and 8.12.2, the Court may order that the liability in question shall instead be met from such of the:
(a) assets of the relevant Cell in respect of which the person was dealing or transacting; or
(b) Non-Cellular Assets of the Protected Cell Company,
as may be specified in the order.
8.13.3. Any provision in the Articles of Association of a Protected Cell Company, or any other contractual provision under which the Company may be liable, which purports to:
(a) avoid the incurring of personal liability upon a director or officer in the circumstances described in subrules 8.11.4 and 8.12.2; or
(b) indemnify directors or officers in respect of conduct which would otherwise disentitle them to an indemnity against Non-Cellular Assets by virtue of subrules 8.11.4 or 8.12.2,
shall be void.
8.14. Rights of creditors and implied terms
8.14.1. The rights of creditors of a Protected Cell Company shall correspond with the liabilities provided for in rule 8.17.
8.14.2. No such creditor shall have any rights other than the rights referred to in this rule 8.14 and in rules 8.15 and 8.16.
8.14.3. The following terms shall be implied in every transaction entered into by or on behalf of a Protected Cell Company:
(a) that no Person shall seek, whether in any proceedings or by any other means, to use or apply any Cellular Assets attributable to any Cell to satisfy a liability not attributable to that Cell;
(b) that if any Person shall succeed by any means in using or applying any Cellular Assets attributable to any Cell to satisfy a liability not attributable to that Cell, that Person shall be liable to the Protected Cell Company to pay a sum equal to the value of the benefit thereby obtained by that Person; and
(c) that if any Person shall succeed in seizing or attaching or otherwise levying execution against any Cellular Assets attributable to any Cell to satisfy a liability not attributable to that Cell, that Person shall hold those assets or their proceeds in a fiduciary capacity for the Protected Cell Company and shall keep those assets or proceeds separate and identifiable for that purpose.
8.14.4. All sums recovered by a Protected Cell Company as a result of any such obligation as is described in subrule 8.14.3(c) shall be credited against any concurrent liability imposed under the implied term set out in subrule 8.14.3(b).
8.14.5. Any asset or sum recovered by a Protected Cell Company pursuant to the implied term set out in subrules 8.14.3(b) or 8.14.3(c) or by any other means in the events referred to in those subrules shall, after the deduction or payment of any costs of recovery, be applied by the Company so as to compensate the Cell affected.
8.14.6. In the event of any Cellular Assets attributable to a Cell being seized, attached, levied or otherwise 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 Protected Cell 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 to the Cell affected, from the Cellular or Non-Cellular Assets to which the liability was attributable, assets or sums sufficient to restore to the Cell affected the value of the assets lost.
8.14.7. Where under subrule 8.14.3(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.
8.15. Availability of Cellular Assets to creditors
8.15.1. Without prejudice to the provisions of rules 8.14 and 8.16:
(a) Cellular Assets attributable to a particular Cell:
(і) are available only to the creditors of the Protected Cell Company who are creditors in respect of that Cell and who are thereby entitled to have recourse to the Cellular Assets attributable to that Cell; and
(ii) shall be absolutely protected from the Shareholders of the Protected Cell Company and from the creditors of the Protected Cell Company who are not creditors in respect of that Cell and who accordingly are not entitled to have recourse to the Cellular Assets attributable to that Cell; and
(b) Cellular Assets not attributable to a particular Cell of a Protected Cell Company shall not be used to satisfy any liability attributable to that Cell.
8.16. Satisfaction of liabilities attributable to Cells
8.16.1. 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 used to satisfy the liability; and
(b) a creditor in respect of that Cell shall not be entitled to have recourse against the Cellular Assets of any other Cell or the Non-Cellular Assets of the Protected Cell Company.
8.16.2. Where any liability arises which is not attributable to a particular Cell of a Protected Cell Company:
(a) the liability shall be satisfied solely from the Protected Cell Company’s Non-Cellular Assets; and
(b) a creditor in respect of that liability shall not be entitled to have recourse to the Cellular Assets of any Cell of the Protected Cell Company.
8.17. Disputes as to liabilities attributable to Cells
8.17.1. The Court, on the application of the Protected Cell Company or of the creditor in dispute with the Protected Cell Company, and without prejudice to any other right or remedy of any Person, may issue a declaration in the matter of any dispute relating to any one or more of the following:
(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; or
(d) the amount to which any liability is limited.
8.18. Transfer of Cellular Assets from Protected Cell Company
8.18.1. In this rule 8.18, a Cell Transfer Order is an order of the Court authorising the transfer of Cellular Assets attributable to any Cell, but not the Non-Cellular Assets, to another Person, wherever resident or incorporated, and whether or not a Protected Cell Company.
8.18.2. Subject to subrule 8.18.3, no transfer of 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, a Cell Transfer Order.
8.18.3. Nothing in this rule 8.18 requires a Protected Cell Company to obtain 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 Protected Cell Company’s business.
8.18.4. In considering whether or not to make a Cell Transfer Order in relation to a Cell, the Court may:
(a) require the applicant to establish to the satisfaction of the Court:
(і) 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
(iii) hear the representations, if any, of the AFSA thereon.
8.18.5. The Court, on hearing an application for a Cell Transfer Order, may make an interim order or an order adjourning the hearing, conditionally or unconditionally.
8.18.6. 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.
8.18.7. The Court may make a Cell Transfer Order in relation to a Cell notwithstanding that:
(a) a Receiver, Administrative Receiver, or Liquidator has been appointed to act in respect of the Protected Cell Company; or
(b) a Cell Receiver has been appointed in respect of the Cell or any other Cell of the Protected Cell Company.
8.18.8. A transfer under a Cell Transfer Order of Cellular Assets attributable to a Cell of a Protected Cell Company shall not of itself entitle creditors of that Protected Cell Company to have recourse to the assets of the person to whom the Cellular Assets were transferred.
8.18.9. The provisions of this rule 8.18 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 to a person entitled, in conformity with the provisions of this Part 8 (Protected Cell Companies).8.18 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 to a person entitled, in conformity with the provisions of this Part 8 (Protected Cell Companies).
PART 9: RESTRICTED SCOPE COMPANIES
9.1. Restricted Scope Companies prescribed type of Company for Companies Regulations
For Part 11 (Other types of Company) of the AIFC Companies Regulations, a Restricted Scope Company is prescribed as a type of Company.
9.2. Restricted Scope Companies: modification of Companies Regulations and general powers of AFSA
9.2.1. This Part is additional to the provisions of any AIFC Regulations or any other provisions of AIFC Rules that may apply to the registration of a Restricted Scope Company, or that may apply to the operations and affairs and winding up of a Restricted Scope Company, including, for example, the provisions of the AIFC Companies Regulations, the AIFC Financial Services Framework Regulations, the AIFC Insolvency Regulations and the AIFC Insolvency Rules.
9.2.2. This Part does not limit any powers of the AFSA under AIFC Financial Services Framework Regulations or any other Legislation Administered by the AFSA.
9.3. Restricted Scope Companies limited to certain Private Companies
9.3.1. A Company shall only be permitted to be incorporated or registered, and operate, as a Restricted Scope Company if:
(a) it is a Private Company (except in respect of such requirements as may be specifically disapplied in relation to Restricted Scope Companies); and
(b) it is a subsidiary undertaking of another body corporate that prepares and publishes group accounts under the AIFC Companies Regulations or such other enactment as the Registrar may recognise for the purposes of this section; or
(c) it is directly or indirectly wholly-owned by:
(і) one person; or
(ii) a group of persons who are members of the same family.
(for the purposes of this subsection (ii) the members of a person's family are that person's parents, spouse and children (including step-children)); or
(d) it is subsidiary undertaking of a body corporate that has been formed by a Decree of the President of the Republic of Kazakhstan.
9.3.2. A Restricted Scope Company must not conduct activities that are the conduct of Financial Services under the AIFC Financial Services Framework Regulations unless it is authorised by the AFSA to conduct the activities.
9.4. Revocation of Restricted Scope Company status
9.4.1. The Registrar of Companies may revoke the status of a Restricted Scope Company as a Restricted Scope Company if:
(a) the Restricted Scope Company no longer complies with subrule 9.3.1; or
(b) the Restricted Scope Company asks the Registrar to revoke its status as a Restricted Scope Company.
9.4.2. Before acting under subrule 9.4.1(a), the Registrar of Companies must, by Written notice given to the Restricted Scope Company, inform the Restricted Scope Company:
(a) that the Registrar is considering whether to revoke its status as a Restricted Scope Company; and
(b) that the Restricted Scope Company may make representations, in the way stated in the notice, about the matter within the period specified in the notice.
9.4.3. The Registrar of Companies must consider any representations made by the Restricted Scope Company in accordance with the notice (if any) given to the Restricted Scope Company under subrule 9.4.2.
9.4.4. If the Registrar of Companies revokes the status of the Restricted Scope Company as a Restricted Scope Company, the Restricted Scope Company ceases to be registered as a Restricted Scope Company and these Rules cease to apply to it as a Restricted Scope Company, but it remains a Private Company.
9.4.5. If the Registrar of Companies revokes the status of the Restricted Scope Company as a Restricted Scope Company, the Registrar must make appropriate changes to the registers kept by the Registrar under these Rules and the AIFC Companies Regulations.
9.5. Restricted Scope Company: Formation
9.5.1. Articles of Association
(a) The Articles of Association of a Restricted Scope Company must state that it is a Restricted Scope Company.
(b) If an amendment of the Articles of Association of a Restricted Scope Company is submitted to the Registrar of Companies under section 19(2) of the AIFC Companies Regulations, the Registrar may object to the amendment if the Registrar considers that the amendment is inappropriate having regard to the nature of a Restricted Scope Company.
9.5.2. Incorporation and Registration of Restricted Scope Companies
(a) Notwithstanding section 15(1) (Decision on incorporation application etc.) of the AIFC Companies Regulations, if an application is made under the AIFC Companies Regulations for the incorporation of a Private Company as a Restricted Scope Company, the Registrar of Companies must incorporate it as a Restricted Scope Company if satisfied that it is eligible to be registered as a Restricted Scope Company.
(b) The certificate of incorporation issued under section 16(1)(a) (Effect of incorporation) of the AIFC Companies Regulations for a Private Company registered as a Restricted Scope Company must state that the Company is registered as a Restricted Scope Company.
(c) On the incorporation of a Restricted Scope Company and registration of its Articles of Association, the Registrar of Companies must, in addition to entering the name of the company in the Register of Companies under section 16(1)(c) of the AIFC Companies Regulations, enter the name of the company in the Restricted Scope Companies Register.
(d)
An application for the registration of a Private Company as a Restricted Scope Company (other than on incorporation) must be filed with the Registrar by the Private Company. If such an application is made under this Part for the registration of a Private Company as a Restricted Scope Company, the Registrar of Companies must: (і) register it as a Restricted Scope Company if satisfied that it is eligible to be registered as a Restricted Scope Company; (ii) issue a certificate to the Restricted Scope Company in respect of such registration; and (iii) enter the name of the company in the Restricted Scope Companies Register.
(e) For section 204(1) (Public registers) of the AIFC Companies Regulations, the Registrar of Companies must keep and publish a separate register of current and past registrations of Restricted Scope Company (the Restricted Scope Company Register) (in place of any other public register), by recording in the relevant register the following details, so far as they may be relevant, in relation to each Restricted Scope Company that is, or has been, incorporated or registered in the AIFC:
(і) current name;
(ii) identification number;
(iii) date of registration;
(iv) type of company;
(v) each former name;
(vi) the date of registration of each change of name;
(vii) the address of the current registered office;
(viii) the address of each of the former registered office;
(ix) the date of registration of each change of registered office.
The Registrar shall not make any information in relation to a Restricted Scope Company public or publicly available, other than is set out above in this sub-rule 9.5.2(e).
A Restricted Scope Company must use only the name of the Company that is entered in the Register, and must ensure that, whenever it uses that name, the name is immediately followed by the words 'Restricted Limited' or 'Restricted Ltd.' To remove any doubt, this requirement is in place of the requirement in section 37(1) of the AIFC Companies Regulations, but does not otherwise limit the application of AIFC Companies Regulations.
9.6 Disapplication of other provisions of Companies Regulations and Companies Rules
9.6.1. In accordance with section 143(2)(b) (Incorporation of prescribed type of Company) of the AIFC Companies Regulations:
(a) the application of Section 56 (Inspection of registers) of the AIFC Companies Regulations is modified in relation to its application to a Restricted Scope Company such that a Restricted Scope Company has no obligation to ensure that its Register of Shareholders and its Register of Debt Security Holders (if any) are open for inspection by any Person. Shareholders or Debt Security Holders may apply to inspect the Register of Shareholders and its Register of Debt Security Holders (if any), respectively, such application to comply with Section 56(3) of the AIFC Companies Regulations, provided that the Restricted Scope Company may decline such application at its discretion;
(b) Section 95 (Meeting requests) of the AIFC Companies Regulations shall not apply to a Restricted Scope Company; and
(c) Section 131(5) (Accounts) of the AIFC Companies Regulations shall not apply to a Restricted Scope Company.
9.6.2. Provisions of the AIFC Companies Regulations and/or AIFC Companies Rules relating to Recognised Companies, transfer of incorporation to the AIFC, Protected Cell Companies and Investment Companies, do not apply to a Restricted Scope Company.
SCHEDULE 1: [intentionally omitted]
2.1. Decisions to Schedule 2 does not apply
2.1.1. This Schedule does apply in relation to the making of a decision by the Registrar of Companies:
(a) to withdraw (however described) a direction, order, prohibition or requirement; or
(b) to withdraw (however described) a condition, limitation or restriction imposed in relation to an approval, authorisation, licence, registration or any other permission (however described); or
(c) if the Person whose interests will be affected by the decision has applied for, requested, or consented in Writing to, the making of the decision.
2.1.2. If the Court makes a decision (including findings of fact) in relation to a Person, this Schedule does not apply in relation to the making of any decision by the Registrar of Companies in giving effect to the decision of the Court.
2.2.1. If the Registrar of Companies proposes to make a decision in relation to a Person (the affected Person), the Registrar must give the affected Person:
(a) a Written notice (the preliminary notice) in accordance with subrule 2.2.2; and
(b) an opportunity to make representations to the Registrar in person and in Writing about the decision the Registrar proposes to make.
2.2.2. The preliminary notice must:
(a) specify the proposed decision; and
(b) specify the reasons for the proposed decision, including any proposed findings of fact; and
(c) include, or be accompanied by, a copy of the relevant materials that were considered in making the proposed decision; and
(d) inform the Person that the Person may make representations to the Registrar of Companies about the proposed decision; and
(e) specify how and by when any representations may be made.
2.2.3. For subrule 2.2.2(c), the Registrar of Companies:
(a) may refer to materials (instead of providing a copy) if they are already held by the affected Person or are publicly available; and
(b) is not required to provide materials that are the subject of legal professional privilege.
2.2.4. If the Registrar of Companies receives representations in accordance with the preliminary notice, the Registrar must consider the representations in making the decision.
2.2.5. If, after considering the representations, the Registrar of Companies decides not to make the proposed decision, the Registrar must give the affected Person Written notice of that decision.
2.2.6. If the Registrar of Companies is satisfied that any delay likely to arise as a result of complying with this rule in relation to the making of a decision in relation to the affected Person would be prejudicial to the interests of direct or indirect users of Financial Services or otherwise prejudicial to the interests of the AIFC:
(a) this rule does not apply in relation to the making of the decision; but
(b) the Registrar must provide the affected Person with an opportunity to make representations in accordance with rule 2.3 after the decision has been made.
2.3.1. This rule applies in relation to the making of a decision by the Registrar of Companies in relation to a Person (the affected Person) if rule 2.2 (Opportunity to make representations before decision made) did not apply to the making of the decision because of rule 2.2.6.
2.3.2. The Registrar of Companies must:
(a) provide the affected Person with an opportunity to make representations to the Registrar in person and in Writing within 14 days, or any further period allowed by the Registrar, after the day the affected Person is given Written notice of the decision under section 202 (Notification of Registrar’s decisions and reasons) of the AIFC Companies Regulations; and
(b) in that notice, inform the affected Person that the affected Person may make representations about the decision and specify how and by when any representations may be made.
2.3.3. If the Registrar of Companies receives representations within the period specified in the notice, the Registrar must consider the representations in deciding whether to confirm, withdraw or vary the decision.
2.3.4. To remove any doubt, rule 2.2 does not apply to the making of a decision under subrule 2.3.3.
Note: See rule 7.4.
The following table sets the maximum fines that may be imposed for certain Contraventions of the AIFC Companies Regulations:
| column 1 item | column 2 provision contravened | column 3 relevant section heading | column 4 maximum fine US$ |
| 1 | 7 | Prohibition against conduct of business without incorporation or registration in the AIFC | 50,000 |
| 2 | 8(2) | Certificates | 25,000 |
| 3 | 17 | Notification of change in Registered Details of Company | 2,000 |
| 4 | 20 | Copies of Articles of Association for Shareholders | 10,000 |
| 5 | 21 | Prohibition against use of misleading, deceptive or conflicting Company names | 15,000 |
| 6 | 22(1) or (2) | Change of Company name | 15,000 |
| 7 | 23(3) | Power to require change of name | 25,000 |
| 8 | 24(1) or (3) | Registered office and conduct of business | 25,000 |
| 9 | 25 | Particulars in Company communications | 5,000 |
| 10 | 26(1) or (3) | Annual returns | 10,000 |
| 10-1 | 26-1 | Annual confirmation of accuracy of information in the register | 10,000 |
| 11 | 28(3) | Filing of Special Resolutions and certain other Resolutions and agreements | 5,000 |
| 12 | 37 | Name of Private Company | 10,000 |
| 13 | 38 | Name of Public Company | 15,000 |
| 14 | 44(3) | Alteration of share capital | 10,000 |
| 15 | 46(5) or (6) | Non-cash consideration for Shares in Public Company | 10,000 |
| 16 | 48 | Shareholders’ pre-emption rights | 25,000 |
| 17 | 50(1) | Prohibition of public offers by Private Companies | 30,000 |
| 18 | 52(3) or (17) | Register of Shareholders | 10,000 |
| 19 | 53 | Register of Debt Security Holders | 10,000 |
| 20 | 54 | Transfer and registration of Shares and Debt Securities | 10,000 |
| 21 | 55 | Place where registers must be kept | 10,000 |
| 22 | 56(1) or (5) | Inspection of registers | 10,000 |
| 23 | 57(4) | Rectification of registers | 10,000 |
| 24 | 58 | Share certificates | 10,000 |
| 25 | 60(5) (including 60(5) as applied by section 61(5)) | Power to issue redeemable Shares | 10,000 |
| 26 | 61 | Power of Company to purchase its own Shares | 10,000 |
| 27 | 63 | Prohibition on financial assistance to acquire Shares | 15,000 |
| 28 | 64(6) | Reduction of Share Capital | 15,000 |
| 29 | 65(3) | Reduction of Share Capital by Private Company supported by solvency statement | 10,000 |
| 30 | 66(7) | Reduction of Share Capital by Special Resolution confirmed by Court order | 10,000 |
| 31 | 72 | Restrictions on Distributions | 20,000 |
| 32 | 90 | Register of Directors and Secretaries | 15,000 |
| 33 | 92(4) | Disqualification orders | 25,000 |
| 34 | 94(2) | Annual General Meeting | 30,000 |
| 35 | 96(2) | Registrar’s power to call meeting in default | 15,000 |
| 36 | 106(4) or (5) | Right of The Offeror to buy out minority Shareholders | 10,000 |
| 37 | 108(3) | Right of minority Shareholder to be bought out by The Offeror | 10,000 |
| 38 | 123 | Grounds for opinion relating to merger | 25,000 |
| 39 | 124(5) | Power of Company to compromise with Creditors and Shareholders | 25,000 |
| 40 | 125(5) | Information relating to compromise to be circulated | 15,000 |
| 41 | 129 | Accounting Records of Companies | 25,000 |
| 42 | 131 | Accounts | 10,000 |
| 43 | 132(2) | Provision of copy of accounts to Shareholders | 5,000 |
| 44 | 133(4) | Directors’ report for Public Companies | 10,000 |
| 45 | 136(2) | Appointment and removal of Auditors | 15,000 |
| 46 | 137 | Auditor’s report to Company | 15,000 |
| 47 | 138(1) or (6) | Auditors’ Functions | 10,000 |
| 48 | 139 | Resignation of Auditor | 15,000 |
| 49 | 140(2) | Cooperation with auditors | 5,000 |
| 50 | 144(1) | Foreign Companies | 50,000 |
| 51 | 147 | Requirements of Recognised Company | 15,000 |
| 52 | 148 | Notification of change in Registered Details of Recognised Company | 15,000 |
| 53 | 149 | Accounting Records of Recognised Companies | 25,000 |
| 54 | 160(5) or (6) | Powers of Inspectors to obtain information and Documents etc. | 25,000 |
| 55 | 162(1) | Obstructing or hindering Inspectors | 15,000 |
| 56 | 196(1) | Obligation of disclosure to Registrar | 10,000 |
| 57 |
| [intentionally omitted] |
|