Schedule 1 Interpretation
1. Rules of interpretation
(1) In the Law, a reference to:
(a) a statutory provisions includes a reference to the statutory provision as amended or re-enacted from time to time;
(b) a Person includes a reference to a government, State, State agency, corporation, Body Corporate, association or partnership; and
(c) a calendar year shall mean a year of the Gregorian calendar.
(2) The headings in the Law shall not affect its interpretation.
(3) References in this Law to a Body Corporate include a Body Corporate incorporated outside DIFC.
(4) A reference in this Law to a Part, Article or Schedule by number only, and without further identification, is a reference to the Part, Article or Schedule of that number in this Law.
(5) A reference in an Article or other division of this Law to a paragraph, sub-paragraph or Article by number or letter only, and without further identification, is a reference to the paragraph, sub-paragraph or Article of that number or letter contained in the Article or other division of this Law in which that reference occurs.
(6) Unless the context otherwise requires, where this Law refers to an enactment, the reference is to that enactment as amended from time to time, and includes a reference to that enactment as extended or applied by or under another enactment, including any other provision of that enactment.
(7) References to this law to a writing, filing, Instrument or Certificate include any mode of communication that preserves a record of the information contained therein and is capable of being reproduced in tangible form, including electronic means.
2. Defined Terms
In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings.
|Terms ||Definitions |
|Acquisition value ||has the meaning set out in Article 91(8) (a) |
|Allotment ||in relation to Shares, a Transaction by which a Person acquires the unconditional right to be included in a company's register of Members in respect of the shares |
|Articles ||in relation to a company, its articles of association as originally framed or as altered |
|Cell ||a Cell created by a protected Cell company for the purpose of segregating and protecting Cellular Assets in the manner provided by Part 18 of the Law |
|Cell share capital ||the proceeds of issue of Cell shares |
|Cell shares ||shares created and issued by a protected Cell company in respect of one of its Cells pursuant to the provisions of Article 104, the proceeds of the issue f which (the Cell share capital) shall be comprised in the Cellular Assets attributable to that cell |
|Cell transfer order ||an order of the Court under Article 113 sanctioning the transfer of the Cellular Assets attributable to any Cell of a protected Cell company to another Person. |
|Cellular assets ||the assets of the company attributable to the company's Cells pursuant to Article 100(4) |
|Cellular dividend ||a dividend payable by a protected Cell company in respect of Cell Shares pursuant to the provisions of Article 103(3) |
|Company ||a company registered under this Law |
|Court ||The DIFC Commercial Court |
|Creditors ||Includes present, future and contingent creditors and, in relation to a protected Cell company which if it is an authorised collective Investment scheme, also includes any investor |
|DIFC ||The Dubai International Financial Centre established pursuant to Law No. 3 of 2002 |
|Director ||a Person occupying the position of Director, by whatever name called |
|Dissolved ||in relation to a company, means dissolved under this Law or the DIFC Insolvency Law |
|Distribution ||has the meaning given in Article 60 |
|Document ||includes summons, notice, statement, Return, account, order and other legal process, and registers |
|Financial period ||a period for which a profit and loss account of a company is made up in accordance with this Law |
|Insolvency Law ||the Insolvency Law No. I of 2003 |
|Liabilities ||includes any amount reasonably necessary to retained for the purpose of providing for any liability or loss which is either likely to be incurred or certain to be incurred but uncertain as to amount or as to the date on which it will arise |
|Liability ||includes any debt or obligation |
|Member ||has the meaning given in Article 19 |
|Non-cellular assets ||the assets of a protected Cell company which are not cellular assets |
|Officer ||in relation to a Body Corporate, a Director or liquidator |
|Paid up ||includes credited as paid up |
|Personal representative ||the executor or administrator for the time being of a deceased person |
|Prescribed ||prescribed by order made by the Registrar |
|Printed ||includes typewritten and a photocopying of a printed or typewritten document |
|Protected Cell company ||a company incorporated as, or converted into, a protected Cell company in accordance with the provisions of Part 18 of the Law |
|Records ||documents and other records however stored |
|Registrar ||the Registrar of companies appointed pursuant to Article 85 |
|Resolution ||a Resolution passed by a simple majority of such Members as (being entitled to do so) vote in Person or, where proxies are allowed, by proxy, at a general meeting of which notice specifying the intention to propose the Resolution has been duly given |
|Signed ||authenticated in accordance with the provisions made by the Registrar in accordance with Article 86(4) |
|Share ||share in the capital of a body corporate |
|The court ||the DIFC Court |
|Year ||a calendar year |
3. Meaning of "holding company", "subsidiary" and "wholly-owned subsidiary"
(1) A Body Corporate is a Subsidiary of another Body Corporate if the second body:
(a) holds a majority of the voting rights in the first body;
(b) is a Member of the first body and has the right to appoint or remove a majority of the Board of Directors of the first body; or
(c) is a Member of the first body and controls alone, pursuant to an agreement with other shareholders or Members, a majority of the voting rights in the first body, or if the first body is a Subsidiary of a Body Corporate which is itself a Subsidiary of the second body.
(2) A Body Corporate is a wholly-owned Subsidiary of another Body Corporate if the first body has no Members except:
(a) the second body; and
(b) wholly-owned subsidiaries of or persons acting on behalf of the second body or the second body's wholly owned subsidiaries.
(3) A Body Corporate is the holding body of another Body Corporate if the second body is a Subsidiary of the first body.
(4) A Holding Company is a Holding Company which is a company.
(5) In paragraphs 3(l) (a) and (c) of this Schedule 1, the references to the voting rights in a Body Corporate are to the rights conferred on shareholders in respect of their Shares, or (in the case of a body not having a share capital) on Members, to vote at general meetings of the body on all or substantially all matters.
(6) In paragraph 3(l) (b) of this Schedule 1, the reference to the right to appoint or remove a majority of a Board of Directors is to the right to appoint or remove Directors holding a majority of the voting rights at meetings of the Board on all or substantially all matters; and for the purposes of that provision:
(a) A Body Corporate shall be treated as having the right to appoint to a directorship if:
(i) a person's appointment to it follows necessarily from his appointment as Director of the body; or
(ii) the directorship is held by the body itself, and
(b) a right to appoint or remove which is exercisable only with the consent or concurrence of another Person shall be left out of account unless no other Person has a right to appoint or, as the case may be, remove in relation to that directorship.
(7) Rights which are exercisable only in certain circumstances shall be taken into account only:
(a) when the circumstances have arisen, and for so long as they continue to obtain; or
(b) when the circumstances are within the control of the Person having the rights,
and rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.
(8) Rights held by a Person in a fiduciary capacity shall be treated as not held by him.
(9) Rights held by a Person as nominee for another shall be treated as held by the other; and rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.
(10) Rights attached to Shares held by way of Security shall be treated as held by the Person providing the security:
(a) where, apart from the right to exercise them for the purpose of preserving the value of the Security, or of realising it, the rights re exercisable only in accordance with his instructions; and
(b) where the Shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the Security, or of realising it, the rights are exercisable only in his interests.
(11) Rights shall be treated as held by a Body Corporate if they are held by any of its subsidiaries; and nothing in paragraph 3(l) or (11) of this Schedule I shall be construed as requiring rights held by a Body Corporate to be treated as held by any of its subsidiaries.
(12) For the purposes of paragraph 3(11) of this Schedule, rights shall be treated as being exercisable in accordance with the instructions or in the interests of a Body Corporate if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of.
(a) any Subsidiary or holding body of the first body; or
(b) any Subsidiary of a holding body of the first body.
(13) The voting rights in a Body Corporate shall be reduced by any rights held by the body itself.
(14) Reference in any of paragraphs 3(9) to (14) of this Schedule I to rights held by a Person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs, but do not include rights which by virtue of any such provision are to be as not held by him.