APPLICATION OF ENGLISH LAW REGULATIONS 2015
TABLE OF CONTENTS Section Page 1. Application of common law and equity...1 2. Application of certain statutes...2 3. Concurrent administration of law and equity...4 4. Rule against perpetuities...4 5. Power to remove difficulties...4 6. Exclusion of criminal law...4 7. Interpretation...5 8. Short title, extent and commencement...5 LNDOCS01/861680.28
APPLICATION OF ENGLISH LAW REGULATIONS 2015 Regulations to apply English common law (including equity) and certain statutes in the Abu Dhabi Global Market and to make provision for connected purposes. Date of Enactment: 3 March 2015 The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations - 1. Application of common law and equity (1) The common law of England (including the principles and rules of equity), as it stands from time to time, shall apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market - (a) (b) (c) (d) so far as it is applicable to the circumstances of the Abu Dhabi Global Market; subject to such modifications as those circumstances require; subject to any amendment thereof (whenever made) pursuant to any Abu Dhabi Global Market enactment; and notwithstanding any amendment thereof as part of the law of England made pursuant to an Act or any legislative instrument adopted thereunder at any time after the date of enactment of these Regulations, which amendment shall not apply and have legal force in, or form part of the law of, the Abu Dhabi Global Market, unless and until an Abu Dhabi Global Market enactment expressly provides that it applies and has legal force in, and forms part of the law of, the Abu Dhabi Global Market. (2) Subsection (1) is subject to any contrary provision in any Applicable Abu Dhabi Law or Abu Dhabi Global Market enactment. In the event of any conflict or inconsistency between (a) a provision, rule or principle of the common law of England (including the principles and rules of equity) and (b) any provision, rule or principle of any Applicable Abu Dhabi Law or Abu Dhabi Global Market enactment, the latter shall prevail. (3) Where a particular rule or principle of the common law of England (including the principles and rules of equity) has been abolished by a provision of an Act or any legislative instrument adopted thereunder, which provision does not apply in, have legal force in, and form part of the law of, the Abu Dhabi Global Market pursuant to the Schedule, that rule or principle shall, notwithstanding such abolition but subject to subsection (1), apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market. (4) Where a particular rule or principle of the common law of England (including the principles and rules of equity) has been modified by a provision of an Act or any legislative instrument adopted thereunder, which provision does not apply in, have legal force in, and form part of the law of, the Abu Dhabi Global Market pursuant to LNDOCS01/861680.28 1
the Schedule, that rule or principle shall, notwithstanding such modification but subject to subsection (1), apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market without giving effect to any such modification. 2. Application of certain statutes (1) The Acts specified in the first column of the Schedule, as and to the extent in force in England at the date of enactment of these Regulations, shall apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market - (a) (b) (c) to the extent specified in the second column thereof and subject to any omissions, insertions and modifications set out in that column; subject to any amendment thereof (whenever made) pursuant to any Applicable Abu Dhabi Law or an Abu Dhabi Global Market enactment; and notwithstanding any amendment thereof as part of the law of England made pursuant to an Act or any legislative instrument adopted thereunder at any time after the date of enactment of these Regulations, which amendment shall not apply and have legal force in, or form part of the law of, the Abu Dhabi Global Market, unless and until an Abu Dhabi Global Market enactment expressly provides that it applies and has legal force in, and forms part of the law of, the Abu Dhabi Global Market. (2) Subsection (1) is subject to any contrary provision in any Applicable Abu Dhabi Law or Abu Dhabi Global Market enactment. In the event of any conflict or inconsistency between (a) a provision of any Act applicable in the Abu Dhabi Global Market by virtue of subsection (1), and (b) any provision, rule or principle of any Applicable Abu Dhabi Law or Abu Dhabi Global Market enactment, the latter shall prevail. (3) In relation to any Act specified in the Schedule, unless the context otherwise requires or unless specified otherwise in these Regulations - (a) (b) (c) (d) (e) any reference to England, England and Wales, Great Britain or the United Kingdom shall be read as a reference to the Abu Dhabi Global Market, and "English", "British" and related expressions shall be construed accordingly; any reference in such Act to a provision of any other Act shall be read as a reference to such provision as applied and having legal force in, and forming part of the law of, the Abu Dhabi Global Market; any reference in an Abu Dhabi Global Market enactment to such Act shall be read as a reference to such Act as applied and having legal force in, and forming part of the law of, the Abu Dhabi Global Market; any references to the "High Court" or the "County Court" shall be read as references to the Court; the words "statute" or "enactment" shall be read as referring to any of (i) an Applicable Abu Dhabi Law, (ii) an Abu Dhabi Global Market enactment, or (iii) any other Act applied and having legal force in, and forming part of the LNDOCS01/861680.28 2
law of, the Abu Dhabi Global Market pursuant to these Regulations, and "statutory" and like expressions shall be construed accordingly; (f) (g) (h) (i) (j) (k) (l) (m) where, as of the date of enactment of these Regulations, any provision of such Act stands repealed in relation to England, it shall not apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market, notwithstanding that (i) the repeal is, in England, subject to any savings or transitional provisions, (ii) the repealed provision is not specifically omitted in the Schedule, and (iii) the provision of the repealing Act (or of any legislative instrument adopted thereunder) that effects the repeal is omitted by the Schedule or does not, pursuant to the Schedule, apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market; where, as of the date of enactment of these Regulations, any provision of such Act has been modified or inserted into such Act by a provision of another Act (or of any legislative instrument adopted thereunder) and the first provision is, pursuant to the Schedule, applied and has legal force in, and forms part of the law of, the Abu Dhabi Global Market, it shall do so (or do so with such modification, if applicable) even if the second provision does not, pursuant to the Schedule, apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market and even if the second provision is omitted pursuant to the Schedule; any references to (i) Scotland or Northern Ireland, or (ii) any Act relating solely to Scotland or Northern Ireland (including to any legislative instrument which relates solely to Scotland or Northern Ireland), shall be disregarded; any provisions relating only to Scotland or Northern Ireland shall be disregarded; any references to "land" or "real property" shall be read as references to "real property", as defined in the Real Property Regulations 2015; any reference to "mortgage" in relation to land shall be read as a reference to "mortgage", as defined in the Real Property Regulations 2015; any reference to a "personal representative" shall be read as a reference to the legal heir or representative of a deceased person; and any reference in such Act to any provision of such Act that is omitted pursuant to the Schedule shall also (4) Except as provided in these Regulations, no Act shall apply and have legal force in, or form part of the law of, the Abu Dhabi Global Market. (5) The Board may in any manner it thinks fit publish copies of the Acts which apply and have legal force in, and form part of the law of, the Abu Dhabi Global Market reflecting such revisions as are made by these Regulations. (6) The copies of Acts published in accordance with subsection (5) shall, in the Court and for all purposes related to determining the law of the Abu Dhabi Global Market, be LNDOCS01/861680.28 3
treated as authentic texts of those Acts as applicable and having legal force in, and forming part of the law of, the Abu Dhabi Global Market. 3. Concurrent administration of law and equity (1) The Court and all tribunals in the Abu Dhabi Global Market shall administer English common law and equity on the basis that, wherever there is any conflict or variance between the rules of equity and the rules of the common law with reference to the same matter, the rules of equity shall prevail. (2) The Court and all tribunals in the Abu Dhabi Global Market shall, when applying the law of the Abu Dhabi Global Market, give the same effect - (a) (b) to all equitable estates, titles, rights, reliefs, defences and counterclaims, and to all equitable duties and liabilities; and subject thereto, to all legal claims and demands and all estates, titles, rights, duties, obligations and liabilities existing by the common law or by any custom or created by any other law in force in the Abu Dhabi Global Market, and, subject to the provisions of these Regulations and any other law, shall so exercise their jurisdiction in every cause or matter before them as to secure that, as far as possible, all matters in dispute between the parties are completely and finally determined, and all multiplicity of legal proceedings with respect to any of those matters is avoided. (3) Nothing in these Regulations shall affect the power of the Court to stay any proceedings before it, where it thinks fit to do so, either of its own motion or on the application of any person, whether or not a party to the proceedings. 4. Rule against perpetuities (1) The rule against perpetuities (or remoteness of vesting) is abolished. (2) A trust (whether created by an instrument or otherwise) may continue in existence for an unlimited period unless the terms of the trust provide to the contrary. (3) This section does not affect any rule of law that limits the duration of non-charitable purpose trusts. 5. Power to remove difficulties The Board may, where it considers it necessary or expedient for the purpose of removing any difficulty arising from local conditions or circumstances in the application of any provision in any Act specified in the Schedule, make rules to modify or substitute that provision. 6. Exclusion of criminal law Nothing in these Regulations creates a criminal offence. LNDOCS01/861680.28 4
7. Interpretation In these Regulations, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings - "Abu Dhabi Global Market enactment" means any regulations adopted by the Board pursuant to Article 6(1) of the ADGM Founding Law, including any subordinate legislation adopted pursuant to any such regulations or pursuant to the ADGM Founding Law; "Act" means an Act of the Parliament of England, an Act of the Parliament of Great Britain, an Act of the Parliament of the United Kingdom of Great Britain and Ireland, or an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, as the context requires; and "Applicable Abu Dhabi Law" means any of the following: (i) the Constitution; (ii) the Financial Free Zones Law and any rules, orders, decrees, resolutions, by-laws, notifications or similar measures adopted pursuant to that law; (iii) any Federal Law which, pursuant to the Constitution and the Financial Free Zones Law, applies and has legal force in, and forms part of the law of, the Abu Dhabi Global Market; (iv) the ADGM Founding Law; and (v) a law issued after the date of enactment of these Regulations by His Highness the Ruler of the Emirate of Abu Dhabi which expressly provides for the law to have application in the Abu Dhabi Global Market and any rules, regulations, orders, resolutions or similar measures adopted pursuant to such law. 8. Short title, extent and commencement (1) These Regulations may be cited as the Application of English Law Regulations 2015. (2) These Regulations shall apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication. The Board may by rules make any transitional, transitory, consequential, saving, incidental or supplementary provision in relation to the commencement of these Regulations as the Board thinks fit. LNDOCS01/861680.28 5
SCHEDULE: APPLICABLE STATUTES Section 2 Act Statute of Frauds 1677 (Chapter 3) Life Assurance Act 1774 (Chapter 48) Statute of Frauds Amendment Act 1828 (Chapter 14) Mercantile Law Amendment Act 1856 (Chapter 97) Policies of Assurance Act 1867 (Chapter 144) Extent of application and modifications The whole Act. The whole Act. The whole Act, other than section 9, which shall The whole Act, other than section 17, which shall be omitted, and subject to the following modification: in section 8, the words "United Kingdom of Great Britain and Ireland, the Islands of Man, Guernsey, Jersey, Alderney, and Sark, and the islands adjacent to any of them, being part of the dominions of Her Majesty" shall be substituted by the words "United Arab Emirates". The whole Act, other than section 8, which shall be omitted, and subject to the following modifications: (1) In section 3, the words "either in England or Scotland or Ireland" shall (2) In section 4, the words "after the thirtieth day of September one thousand eight hundred and sixty seven" shall (3) In section 6, the words "fee not exceeding 25p" shall be substituted by the words "reasonable fee". Apportionment Act 1870 (Chapter 35) Bankers' Books Evidence Act 1879 (Chapter 11) The whole Act. The whole Act, subject to the following modifications: (1) In sections 4 and 5, the words "commissioner or" shall (2) In section 6, the words "or under the Civil Evidence (Scotland) Act LNDOCS01/861680.28 6
1988, or Schedule 3 to the Prisoners and Criminal Proceedings (Scotland) Act 1993 or Schedule 8 to the Criminal Procedure (Scotland) Act 1995" shall be (3) Subsections (1), (1A), (1B) and (1C) of section 9 shall (4) In section 10: (i) in the definition of "legal proceeding" the words "or criminal" shall be omitted; (ii) paragraphs (b) and (c) of the definition of "legal proceeding" shall be omitted; (iii) the definition of "judge" shall be omitted; and (iv) the final sentence of the section shall (5) In section 11, the words "Sunday, Christmas Day, Good Friday" shall be substituted by the words "Friday, Saturday". Bills of Exchange Act 1882 (Chapter 61) The whole Act, other than sections 98, 99 and 100, which shall be omitted, and subject to the following modifications: (1) Any references to the "British Islands" in the Act shall be read as references to the Abu Dhabi Global Market. (2) In section 2, the definition of "Postal operator" shall be substituted by the following definition: ""Postal operator" means a person who provides (a) the service of conveying postal packets from one place to another by post, or (b) any of the incidental services of receiving, collecting, sorting and delivering postal packets." (3) In subsection (1) of section 4, the definition of "British Islands" shall (4) In subsection (2) of section 13, the LNDOCS01/861680.28 7
word "Sunday" shall be substituted by the words "Friday or Saturday". (5) Subsection (7A) of section 51 shall (6) In subsection (1) of section 53, the words "This subsection shall not extend to Scotland" shall be (7) Subsection (2) of section 53 shall (8) In section 74A, the words "the London, Edinburgh and Belfast Gazettes" shall be substituted by the words "at least two leading English language newspapers of the United Arab Emirates". (9) In section 92, the definition of "Non-business days" shall be substituted by the following: ""Non-business days" for the purposes of this Act mean any Friday, Saturday or any other day declared a public holiday in the United Arab Emirates.". (10) Subsection (2) of section 94 shall (11) In subsection (3) of section 97: (i) the words "or in any repeal effected thereby" shall be omitted; (ii) paragraph (a) shall be omitted; (iii) in paragraph (b) the words "Companies Act 1862" shall be substituted by the words "Companies Regulations 2015" and the word "Acts" shall be substituted by the word "enactments"; and (iv) paragraph (c) shall (12) In Schedule 1, the words "in the county of" and "188" shall be Factors Act 1889 (Chapter 45) The whole Act, other than section 16, which shall be omitted, and subject to the LNDOCS01/861680.28 8
following modification: in section 9, the words in the second paragraph commencing with "for the purposes of this section" and ending with "in the agreement are fulfilled" shall Partnership Act 1890 (Chapter 39) The whole Act, other than section 47, which shall be omitted, and subject to the following modifications: (1) In subsection (2) of section 1, the words "Companies Act 2006" shall be substituted by the words "Companies Regulations 2015" and the words "Act of Parliament or letters patent, or Royal Charter" shall be substituted by the word "enactment". (2) In paragraph (c) of subsection (3) of section 2, the words "surviving civil partner" shall (3) In section 3, the words "100p in the pound" shall be substituted by the words "the full amount due". (4) Subsection (2) of section 4 shall be (5) In section 9, the words "and in Scotland severally also" and the words "in England or Ireland" shall (6) In subsection (2) of section 20, the words "or in Scotland the title to and interest in any heritable estate" shall (7) In subsection (3) of section 20, the words "or in Scotland of any heritable estate" shall (8) In subsection (2) of section 23, the words "High Court or a judge thereof, or the county court in England and Wales or a county court in Northern Ireland" shall be substituted by the word "Court". LNDOCS01/861680.28 9
(9) Subsection (5) of section 23 shall (10) In subsection (1) of section 31, between the words "An assignment" and "by any partner" the words "of any nature" shall be inserted and between the words "by any partner of" and the words "his share in the partnership" the words "all or any part of" shall be inserted. (11) Subsection (2) of section 36 shall be substituted by the following subsection, namely: "(2) An advertisement shall be sufficient notice, to persons who had dealings with the firm before the date of the dissolution or change so advertised, of the change in constitution of the firm." (12) The following subsection shall be inserted after subsection (2) of section 36, namely: "(2A) The advertisement referred to in subsection (2) must be - (a) legible and clearly state the necessary details of a change of partner or dissolution of the firm; and (b) placed in one or more newspapers or other publications best suited to bring the change or dissolution to the attention of any persons who may be affected by such change or dissolution." (13) In section 38, the words "and in relation to any prosecution of the partnership by virtue of section 1 of the Partnerships (Prosecution) (Scotland) Act 2013" shall be Bodies Corporate (Joint Tenancy) Act 1899 (Chapter 20) Marine Insurance Act 1906 (Chapter 41) The whole Act. The whole Act, subject to the following modifications: LNDOCS01/861680.28 10
(1) Subsection (6) of section 18 shall (2) Subsection (2) of section 19 shall (3) Subsection (8) of section 20 shall (4) In subsection (1) of section 91: (i) the words "or in any repeal effected thereby" shall be omitted; (ii) paragraph (a) shall be omitted; (iii) in paragraph (b) the words "Companies Act 1862" shall be substituted by the words "Companies Regulations 2015"; and (iv) paragraph (c) shall be (5) In Schedule 1, in the form of policy set out in it, the words "And it is agreed by us, the insurers, that this writing or policy of assurance shall be of as much force and effect as the surest writing or policy of assurance heretofore made in Lombard Street, or in the Royal Exchange, or elsewhere in London" appearing in the eighth paragraph shall be omitted and the word "London" appearing in the ninth paragraph shall be substituted by " ". Limited Partnerships Act 1907 (Chapter 24) The whole Act, other than section 10, which shall be omitted, and subject to the following modifications: (1) In subsection (2) of section 4, the words "shall at the time of entering into such partnership contribute thereto a sum or sums as capital or property valued at a stated amount" shall be substituted by the words "may make one or more capital contributions (whether in cash or in kind) to the firm at any time", and the words "so contributed" shall be substituted by the words "of that LNDOCS01/861680.28 11
limited partner's capital contributions (if any) (and without recourse to the personal assets of that limited partner other than such capital contributions)". (2) The words of subsection (3) of section 4 shall be substituted by the following words: "Subject to any agreement to the contrary among the partners, where a limited partner has made one or more capital contributions to the firm, that limited partner is entitled to withdraw all or any portion of its capital in the firm at any time. Subject to any agreement to the contrary among the partners and subject to any enactment or rule of law relating to insolvency, a limited partner that withdraws all or a portion of its capital contribution shall have no liability to return the amount so withdrawn to satisfy the debts and obligations of the firm". (3) The words of subsection (3) of section 6 shall be substituted by the following words: "In the event of a dissolution of a limited partnership, and subject to any order made by the Court providing for a different arrangement or procedure - (a) subject to any agreement among the partners to the contrary, the general partners shall wind up the affairs of the limited partnership or shall appoint a suitably qualified person (which may be a third party) to do so; and (b) if there are no general partners then, subject to any agreement among the partners to the contrary, the limited partners shall wind up the affairs of the limited partnership or shall appoint a suitably qualified person (which may be a third party) to do so." (4) After subsection (5) of section 6, the following subsection shall be LNDOCS01/861680.28 12
LNDOCS01/861680.28 13 inserted, namely: "(6) A limited partner shall not be treated as taking part in the management of the partnership business merely by doing one or more of the following - (a) taking part in a decision about the variation of the partnership agreement; (b) taking part in a decision about whether to approve or veto: (i) a type of investment, (ii) a particular investment by the limited partnership, or (iii) the participation by the relevant limited partner in a particular investment by the limited partnership; (c) taking part in a decision about whether the general nature of the partnership business should change; (d) taking part in a decision about whether to dispose of the partnership business or to acquire another business; (e) taking part in a decision about whether a person should become or cease to be a partner; (f) taking part in a decision about whether the term of the limited partnership should end, and/or whether the limited partnership should be wound up; (g) taking part in a decision about how the limited partnership should be wound up; (h) enforcing his rights under the partnership agreement (unless those rights are to carry out management functions); (i) approving the accounts of a limited partnership; (j) approving the valuation of the limited partnership's assets; (k) being engaged under a contract by the limited partnership or by a general partner in the limited partnership (unless the contract is to carry out managerial functions); (l) acting in his capacity as a director, member or employee of, or a shareholder in, a general partner or any person appointed to manage or advise the limited partnership in relation to the affairs of the limited
partnership; (m) taking part in a decision which involves actual or potential conflicts of interests that affect or relate to the limited partnership or its business or any partner in the limited partnership; (n) discussing the prospects of the partnership business; (o) consulting or advising a general partner, or the general partners, or any person appointed to manage the limited partnership in relation to the affairs of the limited partnership or advising in relation to the activities of the limited partnership or about its accounts (including doing so as a member of an advisory committee of the limited partnership); (p) taking part in any decision regarding any changes in the persons responsible for the day-today management of the limited partnership; (q) taking part in any decision authorising any action by or on behalf of the limited partnership that is not otherwise prohibited by the terms of the partnership agreement; and (r) inspecting the books of the limited partnership and examining into the state and prospects of the partnership business, and advising partners thereon. The fact that a limited partner undertakes, or engages in, any activity not expressly referred to above shall not necessarily constitute that limited partner as taking part in the management of the partnership business.". (5) The following words shall be inserted after the words of section 7: "Notwithstanding the preceding sentence, and subject to any agreement among the partners to the contrary, limited partners shall not be subject to the duties contained in sections 28 and 30 of the Partnership Act 1890, or subject LNDOCS01/861680.28 14
to equitable and common law duties (if any) of similar effect.". (6) In paragraph (d) of subsection (1) of section 8A, the words "for the part of the United Kingdom in which the principal place of business of the limited partnership is to be situated" shall (7) Paragraphs (a), (c), (d) and (f) of subsection (2) of section 8A shall (8) Paragraph (b) of subsection (2) of section 8A shall be re-numbered as paragraph (a), paragraph (e) of that subsection shall be re-numbered as paragraph (b) and after that paragraph, there shall be inserted the following paragraph, namely: "(c) an election as to whether the limited partnership is to have legal personality (such an election being irrevocable and not subject to change).". (9) Subsection (3) of section 8B shall (10) After subsection (4) of section 8C, the following subsection shall be inserted, namely: "(5) Where the application for registration of a limited partnership includes, in accordance with Section 8A, an election that the limited partnership have legal personality, then the certificate of registration shall specify that the limited partnership has legal personality and the certificate shall be conclusive evidence of such legal personality.". (11) Paragraphs (b), (e), (f) and (g) of subsection (1) of section 9 shall be (12) The words of paragraph (d) of subsection (1) of section 9 shall be LNDOCS01/861680.28 15
substituted by the words "the general partners or the name of any general partner". (13) The words of subsection (2) of section 9 shall be substituted by the following words: "if default is made in compliance with the requirements of this section, the registrar may impose a fine not exceeding level 2 on the standard fines scale on each of the general partners.". (14) In section 13, the words "send by post to" shall be substituted by the word "provide". (15) The existing provision of section 14 shall be numbered as subsection (1) and after that subsection the following subsections shall be inserted, namely: "(2) The Registrar shall be empowered to - (a) remove a limited partnership from the register and index, on receipt by the Registrar of an application from the general partners of the limited partnership (or from the former general partners of the limited partnership in the case of a dissolved limited partnership) confirming that the limited partnership is to be removed from the register and index (and where applicable that the limited partnership has been dissolved) by, and in accordance with, the agreement of the partners; (b) remove a limited partnership from the register and index on its own initiative upon or following the dissolution of the limited partnership; (c) make a correction to the register and index in respect of a limited partnership, on receipt by the Registrar of an application from the general partners of that limited partnership or as may be directed by the Court. LNDOCS01/861680.28 16
(3) In relation to each registered limited partnership, the register and index shall specify whether or not that limited partnership has legal personality.". (16) In subsection (1) of section 15, the words "registrar of companies" shall be substituted by the word "Registrar". (17) The words of subsection (2) of section 15 shall be substituted by the words "In this Act, references to the registrar are to be read as references to the Registrar established under the ADGM Founding Law.". (18) In subsection (1) of section 16, the words "and there shall be paid for such certificate of registration, certified copy or extract such fees as the Board of Trade may appoint, not exceeding 10p for the certificate of registration, and not exceeding 21/2p for each folio of seventy-two words, or in Scotland for each sheet of two hundred words" shall be substituted by the words "in each case for such fee as the registrar may from time to time determine.". (19) In subsection (2) of section 16, the words "civil or criminal" shall be (20) In section 17, the words "Board of Trade" shall be substituted by the word "Board". Trustee Act 1925 (Chapter 19) Parts II, III, IV and V only, other than sections 34, 35, 54, 56, 63A, 64, 67, and 70, which shall be omitted, and subject to the following modifications: (1) Subsection (3) of section 12 shall (2) Subsection (4) of section 13 shall LNDOCS01/861680.28 17
(3) Subsection (2) of section 14 shall (4) In section 15, the words "subject to the restrictions imposed in regard to receipts by a sole trustee not being a trust corporation", and the words "where by the instrument, if any, creating the trust, or by statute, a sole trustee is authorised to execute the trusts and powers reposed in him" shall (5) In subsection (2) of section 16, the words "or to trustees of a settlement for the purposes of the Settled Land Act 1925, not being also the statutory owners" shall (6) Subsections (3) and (4) of section 18 shall (7) In subsection (1) of section 20, the words "or to a settlement within the meaning of the Settled Land Act 1925", the words "or by a tenant for life impeachable for waste" and the words "or settlement, as the case may be" shall (8) In subsection (2) of section 20, the words "or settlement" shall be (9) Paragraphs (a) and (b) of subsection (3) of section 20 and subsection (6) of that section shall (10) In subsection (4) of section 20, the words "and, in the case of money which is deemed to be capital money arising under the Settled Land Act 1925, be subject to the provisions of that Act with respect to the application of capital money by the trustees of the settlement" shall (11) In paragraph (a) of subsection (2) of LNDOCS01/861680.28 18
section 22, the words "place any distringas notice or" shall be (12) In subsection (10) of section 25: (i) the words "tenant for life and statutory owner" shall be omitted; (ii) in paragraph (a), the words "except any executor who has renounced probate" shall be omitted; and (iii) paragraphs (b) and (c) shall (13) In subsection (1) of section 26: (i) paragraph (b) of that subsection shall be omitted; (ii) in paragraph (c) of that subsection the words "either of" shall be omitted and the words "foregoing paragraphs" shall be substituted by the words "foregoing paragraph"; and (iii) in the remainder of that subsection the words "or grant", the words "or grantee", and the words "or granted" shall (14) Subsection (1A) of section 26 shall (15) In subsection (2) of section 26, the words "or grantor" shall (16) In subsection (3) of section 26: (i) the words ""grant" applies to a grant whether the rent is created by limitation, grant, reservation, or otherwise, and includes an agreement for a grant and any instrument giving any such indemnity as aforesaid or varying the liabilities under the grant", the words "and "grantee"" and the word "respectively" shall be omitted; and (ii) the word "include" shall be substituted by the word "includes" and the word "them" shall be substituted by the word "him". (17) In subsection (1) of section 27: (i) the words "the trustees of a settlement" shall be omitted; and LNDOCS01/861680.28 19
(ii) the words "the Gazette" shall be substituted by the words "such manner as may be prescribed by the Board in rules made by the Board". (18) In subsection (2) of section 31, the words "or forms a civil partnership under that age", the words "or his formation of a civil partnership", the words "or formation of a civil partnership", the words "or for an entailed interest", the words "but without prejudice to any provision with respect thereto contained in any settlement by him made under any statutory powers during his infancy", and the words "and so that, if such property is settled land, such accumulations shall be held upon the same trusts as if the same were capital money arising therefrom" shall (19) In subsection (3) of section 31, the words "pounds per centum" shall be substituted by the words "per cent". (20) Subsection (5) of section 31 shall (21) Subsections (2) and (3) of section 32 shall (22) In subsection (1) of section 33, the words "or civil partner" shall be (23) Subsections (2) and (4) of section 33 shall (24) In subsection (1) of section 36, the words "subject to the restrictions imposed by this Act on the number of trustees" shall (25) In subsection (2) of section 36, the words "but subject to the restrictions imposed by this Act on the number of trustees" shall be LNDOCS01/861680.28 20
(26) In subsection (3) of section 36, the words "and of any enactment replaced thereby" shall (27) Subsections (4), (5), (6A), (6B), (6C) and (6D) of section 36 shall be (28) In subsection (6) of section 36, the words "nor shall the number of trustees be increased beyond four by virtue of any such appointment" shall (29) In subsection (9) of section 36, the words "of Protection" shall be (30) In subsection (1) of section 37, the words "subject to the restrictions imposed by this Act on the number of trustees", the words "not exceeding four", the words "save as hereinafter provided" and the words "but, except where only one trustee was originally appointed, and a sole trustee when appointed will be able to give valid receipts for all capital money, a trustee shall not be discharged from his trust unless there will be either a trust corporation or at least two persons to act as trustees to perform the trust" shall (31) Subsection (2) of section 37 shall (32) In subsection (1) of section 38, the words "coming into operation after the commencement of this Act" shall (33) In subsection (1) of section 39, the words "two persons" shall be substituted by the words "one person", the first occurrence of the word "trustees" shall be substituted by the word "trustee" and any references to "co-trustees" and LNDOCS01/861680.28 21
"continuing trustees" in section 39 or section 40 shall be construed accordingly. (34) In subsections (1) and (2) of section 40, the words "is made after the commencement of this Act and" shall (35) In subsection (3) of section 40, the words "whether made before or after the commencement of this Act" shall (36) In subsection (4) of section 40, the words "an Act of Parliament" shall be substituted by the words "any enactment". (37) Subsection (6) of section 40 shall (38) Subsections (2) and (4) of section 41 shall (39) In section 42, the words "other than the Public Trustee" shall be (40) The proviso to section 47 shall be (41) In subsections (3) and (4) of section 51, the words "Registrar of Government Stock" shall be substituted by the word "Registrar". (42) Subsection (6) of section 51 shall (43) In section 55, the words "or under sections 15 to 20 of the Mental Capacity Act 2005 or any corresponding provision having effect in Northern Ireland" shall be (44) Subsection (4) of section 57 shall (45) In section 59, the words "counsel and solicitor" shall be substituted LNDOCS01/861680.28 22
by the word "lawyer". (46) In section 61, the words "whether the transaction alleged to be a breach of trust occurred before or after the commencement of this Act" shall (47) Subsection (2) of section 62 shall (48) In section 66, the words "Bank of England, the Registrar of Government Stock, any previous Registrar of Government Stock" shall be substituted by the word "Registrar". (49) In subsection (1) of section 68: (i) the definitions set out in paragraphs (4) (Gazette), (6) (Land), (9) (Personal representative), (15) (Tenant for life, statutory owner, settled land, settlement, trust instrument, trustees of the settlement, term of years absolute, and vesting instrument) and (20) (United Kingdom) shall be omitted; (ii) in the definition of "Instrument" the words "Act of Parliament" shall be substituted by the words "an enactment"; (iii) in the definition of "Mortgage" the words "by way of legal mortgage" shall be omitted; and (iv) in the definition of "Trust corporation" the words "the Public Trustee or", the word "either" and the words "or entitled by rules made under subsection (3) of section four of the Public Trustee Act 1906, to act as custodian trustee" shall (50) Subsections (2) and (3) of section 68 shall (51) Subsection (1) of section 69 shall (52) Subsections (3) and (4) of LNDOCS01/861680.28 23
section 71 shall Law Reform (Miscellaneous Provisions) Act 1934 (Chapter 41) Law Reform (Married Women and Tortfeasors) Act 1935 (Chapter 30) The whole Act, other than section 3, which shall be omitted, and subject to the following modification: subsection (2) of section 4 shall The whole Act, other than section 5, which shall be omitted, and subject to the following modifications: (1) Subsection (1) of section 4 shall be (2) In subsection (1) of section 2: (i) paragraph (a) shall be omitted; (ii) in paragraph (b) the words "married after the passing of this Act" shall be omitted; and (iii) in paragraph (c) the words "after the passing of this Act" shall (3) Subsections (2) and (3) of section 8 shall Law Reform (Frustrated Contracts) Act 1943 (Chapter 40) Law Reform (Contributory Negligence) Act 1945 (Chapter 28) Law Reform (Personal Injuries) Act 1948 (Chapter 41) The whole Act, subject to the following modification: subsections (1) and (2) of section 2 shall The whole Act, other than sections 3, 5 and 6, which shall be omitted, and subject to the following modification: in subsection (5) of section 1, the words "the Limitation Act 1939, or any other enactment" shall be substituted by the words "any enactment". The whole Act, other than sections 2, 4 and 5, which shall be omitted, and subject to the following modifications: (1) Subsection (2) of section 1 shall be (2) Subsection (2) of section 6 shall be Occupiers' Liability Act 1957 (Chapter 31) The whole Act, other than sections 6 and 7, which shall be omitted, and subject to the following modifications: LNDOCS01/861680.28 24
(1) Subsection (4) of section 1 shall be (2) In subsection (4) of section 3, the words "(including a statutory tenancy which does not in law amount to a tenancy)" shall be (3) Subsection (5) of section 3 shall be (4) Subsection (4) of section 5 shall be (5) Subsections (2) and (3) of section 8 shall Cheques Act 1957 (Chapter 36) The whole Act, other than section 7, which shall be omitted, and subject to the following modifications: (1) Paragraph (c) of subsection (2) of section 4 shall (2) Subsection (2) of section 8 shall be Variation of Trusts Act 1958 (Chapter 53) The whole Act, other than section 2, which shall be omitted, and subject to the following modifications: (1) In subsection (1) of section 1, the words "arising, whether before or after the passing of this Act, under any will, settlement or other disposition" shall (2) Subsections (3), (5) and (6) of section 1 shall Corporate Bodies' Contracts Act 1960 (Chapter 46) The whole Act, subject to the following modifications: (1) Subsection (5) of section 1 shall be (2) In section 2, the reference to the "Companies Act 2006" shall be read as a reference to the Companies Regulations 2015. LNDOCS01/861680.28 25
(3) Paragraph (c) of section 2 shall be (4) Subsection (3) of section 4 shall be Law Reform (Husband and Wife) Act 1962 (Chapter 48) The whole Act, other than section 2, which shall be omitted, and subject to the following modifications: (1) Paragraph (b) of subsection (2) of section 1, and the words appearing after that paragraph shall be (2) Subsection (4) of section 1 shall be (3) In subsection (3) of section 3, the words "and subsection (1) of section two" shall (4) Subsections (4) and (5) of section 3 shall Hire-Purchase Act 1964 (Chapter 53) The whole Act, subject to the following modifications: (1) In subsection (1) of section 27, the words "or (in Scotland) hired" shall (2) In subsection (1) of section 28, the words "(whether criminal or civil)" and the words "or (in Scotland) hired" shall be (3) In section 29, the words "or (in Scotland) hired", the words "or (in Scotland) hiring" and the words "or hired" shall (4) In paragraph (b) of subsection (4) of section 29, the words "including a person who at the time is, by virtue of section 130(4) of the Consumer Credit Act 1974 treated as a bailee or (in Scotland) a custodier of the vehicle" shall be LNDOCS01/861680.28 26
(5) Subsection (5) of section 37 shall Misrepresentation Act 1967 (Chapter 7) The whole Act, other than section 5, which shall be omitted, and subject to the following modifications: (1) Subsections (4) and (5) of section 2 shall (2) Subsections (2), (3) and (4) of section 6 shall Law Reform (Miscellaneous Provisions) Act 1970 (Chapter 33) The whole Act, other than the Schedule, which shall be omitted, and subject to the following modifications: (1) Subsection (2) of section 1 shall be (2) In subsection (1) of section 2, the words "including any such rule as explained by section 37 of the Matrimonial Proceedings and Property Act 1970" shall be (3) Subsection (2) of section 2 shall be (4) In section 5, the words "except in the case of a cause of action accruing before this Act comes into force if an action in respect thereof has been begun before this Act comes into force" shall (5) Subsections (2), (3) and (4) of section 7 shall Powers of Attorney Act 1971 (Chapter 27) The whole Act, other than Schedule 2, which shall be omitted, and subject to the following modifications: (1) In paragraph (b) of subsection (1) of section 3, the words "solicitor, authorised person or stockbroker" shall be substituted by the word "lawyer". LNDOCS01/861680.28 27
(2) Subsections (3) and (5) of section 3 shall (3) In subsection (4) of section 3, the words "section 4 of the Evidence and Powers of Attorney Act 1940 (proof of deposited instruments by office copy) and to" shall be (4) Subsection (3) of section 4 shall be (5) In paragraph (b) of subsection (4) of section 5, the words "statutory declaration" shall be substituted by the words "a declaration in a form prescribed by the Board in rules made by the Board". (6) The words of subsection (6) of section 5 shall be substituted by the following words: "In this section - (a) "purchaser" means a purchaser in good faith for money or money's worth and includes a lessee, mortgagee or other person who for money or money's worth acquires an interest in property; (b) where the context so requires "purchaser" includes an intending purchaser; and (c) "purchase" has a meaning corresponding with that of "purchaser".". (7) Subsection (7) of section 5 shall be (8) The words of subsection (2) of section 6 shall be substituted by the following words: "In this section - (a) "registered securities" means transferable securities the holders of which are entered in a register (whether maintained in the Abu Dhabi Global Market or not); and (b) "stock exchange transaction" means a sale and purchase of securities in which each of the parties is a member of a stock LNDOCS01/861680.28 28
exchange acting in the ordinary course of his business as such or is acting through the agency of such a member; and for the purposes of this definition "stock exchange" means any stock exchange which is declared to be a recognised stock exchange in rules made by the Board.". (9) Subsections (1A), (2) and (4) of section 7 shall (10) In subsection (2) of section 10, the words "or as a tenant for life or statutory owner within the meaning of the Settled Land Act 1925" shall (11) Subsections (2), (3) and (5) of section 11 shall Supply of Goods (Implied Terms) Act 1973 (Chapter 13) The whole Act, other than sections 12A and 17, which shall be omitted, and subject to the following modifications: (1) In subsection (1) of section 8, the words "or (in Scotland) hired" shall (2) In subsection (2) of section 8, the words "or hired" shall (3) In subsection (3) of section 8, the words "as regards England and Wales and Northern Ireland" shall (4) In subsection (1) of section 9, the words "or (in Scotland) hired" and the words "or hired" shall be (5) In subsection (1A) of section 9, the words "as regards England and Wales and Northern Ireland" shall (6) In subsection (2) of section 9, the words "or hired" and the words "or hire" shall LNDOCS01/861680.28 29
(7) In subsection (1) of section 10, the words "including any enactment of the Parliament of Northern Ireland, or the Northern Ireland Assembly" and the words "or (in Scotland) hired" shall (8) In subsection (2) of section 10, the words "or hires" shall (9) In subsection (2C) of section 10, the words "or hired" shall be (10) In subsection (2D) of section 10, the words "or hired" and the words "or, in Scotland, if the goods are hired to a person under a consumer contract" shall (11) In subsection (2F) of section 10, the words "or hired" and the words "or, in Scotland, whether or not the goods are hired to a person under a consumer contract" shall be (12) In subsection (3) of section 10, the words "or hires" and the words "or hired" shall (13) In subsection (5) of section 10, the words "or hiring" and the words "or hired" shall (14) In subsection (7) of section 10, the words "as regards England and Wales and Northern Ireland" shall (15) Subsection (8) of section 10 shall (16) In subsection (1) of section 11, the words "or (in Scotland) hired" and the words "or hired" shall be (17) In subsection (2) of section 11, the words "as regards England and LNDOCS01/861680.28 30
Wales and Northern Ireland" shall (18) Subsection (5) of section 11A shall (19) In subsection (2) of section 14, the words "in England and Wales and Northern Ireland" shall (20) In subsection (1) of section 15: (i) in the definition of "business", the words "(including a Northern Ireland department)" shall be omitted; (ii) in the definition of "creditor", the words "or (in Scotland) hired" shall be omitted; (iii) in the definition of "hirepurchase agreement" the words "or (in Scotland) hired" and the words "or hired" shall be omitted; and (iv) in the definition of "producer" the words "into the European Economic Area" shall (21) In subsection (4) of section 15, the words "including any enactment of the Parliament of Northern Ireland or the Northern Ireland Assembly" shall (22) Subsections (3), (4) and (5) of section 18 shall Insurance Companies Amendment Act 1973 (Chapter 58) Fatal Accidents Act 1976 (Chapter 30) The whole Act, subject to the following modification: subsection (2) of section 50 shall The whole Act, other than section 6 and Schedules 1 and 2, which shall be omitted, and subject to following modifications: (1) In subsection (3) of section 1, paragraphs (aa), (b) and (fa) shall (2) Subsection (4A) of section 1 shall (3) In paragraph (a) of subsection (5) of section 1, the words "or civil LNDOCS01/861680.28 31
partnership" shall (4) Paragraph (b) of subsection (5) of section 1 shall (5) In paragraphs (a) and (b) of subsection (2) of section 1A, the words "or civil partner" and the words "or a civil partner" shall be (6) In paragraph (b) of subsection (2) of section 1A, the words "if he was legitimate; and" and the words "of his mother, if he was illegitimate" shall (7) In subsection (3) of section 1A, the figure " 12,980" shall be substituted by the figure "20,000 United States Dollars". (8) In subsection (5) of section 1A, the words "The Lord Chancellor may by order made by statutory instrument, subject to annulment in pursuance of a resolution of either House of Parliament" shall be substituted by the words "The Board may make rules to". (9) In subsection (4) of section 2, the word "solicitor" shall be substituted by the word "lawyer". (10) Subsection (4) of section 3 shall be (11) Subsections (2) and (3) of section 7 shall Torts (Interference with Goods) Act 1977 (Chapter 32) The whole Act, other than sections 15 and 16 and Schedule 2, which shall be omitted, and subject to the following modifications: (1) In section 1, the words "and references in this Act (however worded) to proceedings for wrongful interference or to a claim or right to claim for wrongful interference shall include references LNDOCS01/861680.28 32