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Regulatory Law

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Part 1: General

1. Title

The Law may be cited as "The Regulatory Law No. 1 of 2003".

2. Legislative Authority

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

3. Application of the Law

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

4. Date of Enactment

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

5. Commencement

(1) Subject to Article 5(2), the Law comes into force on date.
(2) The following provisions of the Law come into force on such dates as the DIFC Chairman may by written Instrument direct:
(a) [relevant provision]s; and
(b) [relevant provisions].

6. Interpretation

Schedule 1 contains:

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

Part 2: The Regulatory Authority

Chapter 1 The Structure of the Regulatory Authority

7. The Regulatory Authority

(1) The Regulatory Authority is hereby established as a Body Corporate.
(2) The Regulatory Authority shall have its own constitutional provisions, which shall incorporate the provisions of Schedule 2, and which shall not be inconsistent with those provisions.
(3) In exercising its powers and performing its functions the Regulatory Authority shall act in an independent manner, notwithstanding that it is an agency of the government of the Emirate of Dubai.

8. The Powers Functions and Objectives of the Regulatory Authority

(1) The Regulatory Authority has such functions and powers as may be conferred, or expressed to be conferred, on it:
(a) by or under the Law; and
(b) by or under any other law made by the DIFC Chairman under Dubai Law;
and shall exercise such powers and perform such functions only in pursuit of its objectives under those laws and rules or regulations made under those laws.
(2) The Regulatory Authority has power to do whatever it deems necessary for or in connection with, or reasonably incidental to, the performance of its functions.
(3) The Regulatory Authority shall have the following objectives:
(a) the promotion and maintenance of efficiency, transparency and the integrity of the DIFC;
(b) the promotion and maintenance of confidence in the DIFC of users and prospective users of the DIFC;
(c) the maintenance of the financial stability of the DIFC, including the reduction of systemic risk relating to the DIFC;
(d) the prevention, detection and restraint of conduct, which causes or may cause damage to the reputation of the DIFC, through appropriate means including the imposition of sanctions;
(e) the provision of appropriate protection to users of the DIFC and Related persons such as customers of such users;
(f) the promotion of understanding of the DIFC among users and prospective users of the DIFC and other interested persons; and
(g) such other objectives as the DIFC Chairman may from time to time set in accordance with Dubai Law.
(4) In exercising its powers and performing its functions, the Regulatory Authority shall take into consideration the following guiding principles, being the desirability of:
(a) the DIFC making an effective contribution to the international Financial Services industry;
(b) promoting the position of the United Arab Emirates and the Emirate of Dubai as a Financial Services centre;
(c) facilitating the introduction or development of new financial markets, products and services which are likely to enhance the position of the DIFC;
(d) promoting and maintaining the competitive position of the DIFC;
(e) co-operating with and providing assistance to regulatory authorities in the United Arab Emirates and other jurisdictions;
(f) promoting competition between persons in the Financial Services industry;
(g) minimising the adverse effects of the Regulatory Authority's activities on competition in the Financial Services industry;
(h) using its resources in the most efficient way;
(i) ensuring the cost of Regulation is proportionate to its benefit;
(j) operating in a transparent manner, including where appropriate by consulting interested persons, such that users, prospective users of the DIFC and other interested persons are aware of the way in which the Regulatory Authority exercises its powers and performs its functions; and
(k) compliance by the Regulatory Authority with relevant generally accepted principles of good corporate governance.

9. Structure of the Regulatory Authority

The Regulatory Authority shall be made up of:

(a) the Council;
(b) the Regulatory Appeals Committee of the Council;
(c) the Disciplinary Tribunal of the Council;
(d) the Chief Executive and Members of his staff; and
(e) other committees as may be duly appointed from time to time.

10. Independent Review of the Regulatory Authority

(1) The DIFC Chairman may appoint an independent Person to review and report to the DIFC Chairman on any aspect of the efficiency and effectiveness of the Regulatory Authority in the use of its resources.
(2) The office of the DIFC Chairman shall meet the reasonable expenses incurred by such Person in preparing the report.
(3) A Person appointed under Article 10(1) has a right of access at all reasonable times to all information which is reasonably required by him for the purposes of preparing the report and which is held or controlled by any officer, Employee or agent of the Regulatory Authority.
(4) Such Person shall be entitled reasonably to require from the officers, Employees and agents of the Regulatory Authority such information and explanations as he considers necessary for the purpose of preparing the report.
(5) A Person shall not, without reasonable excuse, intentionally engage in conduct that results in the obstruction of a Person appointed under Article 10(1) in the exercise of his powers under Article 10.

11. Reporting by the Regulatory Authority to the DIFC Chairman

(1) The Regulatory Authority shall provide the DIFC Chairman with a written report on the exercise of its powers, performance of its functions and financial activities.
(2) Such report shall be prepared and provided as soon as reasonably practicable in each financial year of the Regulatory Authority and shall relate to its previous financial year.
(3) Such report shall be published by the Regulatory Authority without undue delay, or within such time period as the DIFC Chairman otherwise directs.

12. Liability

(1) Subject to Article 12(2), the Regulatory Authority may be sued in its own name.
(2) Neither the Regulatory Authority nor any officer, Employee or agent of the Regulatory Authority can be held liable for anything done or omitted to be done in the performance or purported performance of the functions or in the exercise or purported exercise of any power of the Regulatory Authority.
(3) Article 12(2) does not apply if the act or omission is shown to have been in bad faith.

13. Financial Year

(1) The financial year of the Regulatory Authority commences on [1 January] in each calendar year or such other date as the DIFC Chairman may specify.
(2) The first financial year of the Regulatory Authority commences on commencement of this Article and ends at the date arrived at under Article 13(1) for the next financial year.

14. Taxation

The income of the Regulatory Authority shall not be subject to taxation.

15. Record Keeping

The Regulatory Authority shall make suitable arrangements for keeping appropriate records in relation to the exercise of its powers and the performance of its functions.

16. Funding and Fees

(1) The Regulatory Authority may make Rules prescribing the Fees payable to the Regulatory Authority, including those for applications for licensing and authorisation, in connection with the performance of its functions and exercise of its powers.
(2) In respect of each financial year of the Regulatory Authority, the office of the DIFC Chairman shall provide financial resources to the Regulatory Authority to the extent necessary to ensure that it is able adequately to perform its functions and exercise its powers.
(3) The Regulatory Authority may invest its financial resources which are not immediately required in accordance with an Investment policy approved in advance by the DIFC Chairman.

17. The Annual Budget of the Regulatory Authority

(1) The Regulatory Authority shall submit to the DIFC Chairman for his approval estimates of the annual income and expenditure of the Regulatory Authority for the next financial year.
(2) Such estimates shall include figures relating to levels of Remuneration and entitlement to expenses of the officers, Employees and agents of the Regulatory Authority.
(3) The Regulatory Authority shall submit such estimates to the DIFC Chairman for his approval not later than the end of the financial year.
(4) The DIFC Chairman may on reasonable grounds reject such estimates within 30 days of receiving them, such rejection to be addressed in writing with reasons to the Regulatory Authority.
(5) Unless the estimates have been approved by the DIFC Chairman under Article 17(3) or rejected under Article 17(4), they shall be deemed to have been approved on expiry of the 30 days.

18. Accounts

(1) The Regulatory Authority shall keep proper accounts of its financial activities.
(2) The Regulatory Authority shall, before the end of the first quarter of the financial year, prepare financial statements for the preceding financial year in accordance with the accounting standards specified by the Regulatory Authority in its Rules.
(3) Such financial statements shall in any event give a true and fair view of the financial activities of the Regulatory Authority as at the end of the previous financial year and of the results of its operations and cash flows in the financial year.
(4) Such statements shall be submitted to the Council and, where appropriate to do so, approved by the Council.
(5) In this Article 'preceding year' does not include any financial year ending before the end of 2003.

19. Audit

(1) The Council shall appoint auditors to conduct an audit in relation to each financial year of the Regulatory Authority.
(2) The Regulatory Authority shall, as soon as reasonably practicable after the preparation of its financial statements, provide such statements to the relevant auditors for audit.
(3) The auditors shall prepare a report on the financial statements and send the report to the Council.
(4) Such report shall, where appropriate, include a statement by the auditors as to whether or not, in their opinion, the financial statements to which the report relates give a true and fair view of the State of the financial activities of the Regulatory Authority as at the end of the financial year to which the financial statements relate and of the results of its operations and cash flows in the financial year.
(5) The auditors shall have a right of access at all reasonable times to all information which is reasonably required by them for the purposes of preparing the report and which is held or controlled by any officer, Employee or agent of the Regulatory Authority.
(6) The auditors shall be entitled reasonably to require from the officers, Employees and agents of the Regulatory Authority such information and explanations they consider necessary for the performance of their duties as auditors.
(7) A Person shall not without reasonable excuse intentionally engage in conduct that results in the obstruction of a Person appointed under Article 19(1) in the exercise of his powers under Article 19.

Chapter 2 The Council of the Regulatory Authority

20. The Powers and Functions of the Council

(1) The general powers and functions of the Council are to:
(a) ensure that the Regulatory Authority exercises its statutory powers and performs its statutory functions in accordance with its objectives;
(b) make provision for the consideration of, adjudication on and the application of penalties in relation to disciplinary and other matters concerning Authorised Firms, Authorised Market Institutions, Authorised Individuals and other persons;
(c) review the performance of the Chief Executive;
(d) after consultation with the DIFC Chairman, give the Chief Executive written directions as to the furtherance of any of his regulatory objectives or the performance of any of his statutory functions. Such written directions shall not constitute Rules; and
(e) arrange for the Regulatory Authority to enter into binding and non-binding arrangements, including memoranda of understanding and co-operation with similar bodies provided they do not conflict with the treaties to which the United Arab Emirates is a party.
(2) The legislative powers and functions of the Council are, so far as is reasonably practicable, to:
(a) review and, where appropriate, submit draft laws to the DIFC Chairman with a recommendation that they be approved and enacted;
(b) review and, where appropriate, approve and make Rules;
(c) review and, where appropriate, approve and issue standards and codes of practice of the Regulatory Authority; and
(d) make written submissions to the DIFC Chairman in relation to legislative matters outside the scope of its own legislative powers.
(3) Except in respect of the powers and functions set out in Article 20(1)(c) and (d) and Article 20(2), the Council may delegate to the Chief Executive such of its powers or functions as may appropriately and more efficiently and effectively be exercised or performed by such Person.
(4) The Council may act through the Chairman of the Regulatory Authority.

21. Membership of the Council

(1) The DIFC Chairman shall appoint persons to and may dismiss persons from the office of Council Member.
(2) The Chairman of the Regulatory Authority shall be a Council Member and chairman of the Council.
(3) The Chief Executive shall be a Council Member but shall not be appointed to the office of Chairman of the Regulatory Authority.
(4) No Member of the staff of the Chief Executive shall hold the office of Council Member.

22. Appointment of the Chief Executive

(1) The Council shall appoint a Person to and may dismiss a Person from the office of Chief Executive.
(2) The Council shall consult the DIFC Chairman prior to appointing, renewing the appointment of or dismissing the Chief Executive.

Chapter 3 Rules

23. Power to Make Rules

(1) The Regulatory Authority may make Rules in respect of any matters Related to the objectives, powers or functions of the Regulatory Authority. This power shall be exercised by the Council.
(2) In particular, the Council when exercising the power in Article 23(1) may make Rules in respect of:
(a) procedures and requirements in relation to licensing, authorisation and registration;
(b) levels and types of financial resources to be maintained by particular persons in the DIFC;
(c) standards of practice and business conduct of persons in dealing with their customers and Clients and prospective customers and clients;
(d) the resolution of disputes;
(e) the conduct of particular persons in the DIFC;
(f) the operation of a Authorised Market Institution in the DIFC, including but not limited to:
(i) notification to and approval by the Regulatory Authority of any rules or Guidance issued by an Authorised Market Institution;
(ii) the prescribing of regulatory functions of an Authorised Market Institution; and
(iii) the conduct of and supervision of any such regulatory function; and
(g) the conduct of the Regulatory Authority and its officers, Employees and agents in relation to the exercise of powers and performance of functions, including the exercise of discretionary powers and powers to conduct investigations and hearings.
(3) Where the Council issues a standard or code of practice, the Council may incorporate such a standard or code into the Rules by reference and in such circumstances, except to the extent that the Rules otherwise provide, a Person who is subject to the provisions of any such standard or code must comply with such provisions as if they were provisions of the Rules.

24. Publication of Draft Rules

(1) The Regulatory Authority shall publish draft Rules by means of a notice under Article 24(2).
(2) The notice of draft Rules must include the following:
(a) the draft text of the Rules;
(b) a statement of the substance and purpose of the material provisions of the draft Rules; and
(c) a summary of the draft Rules.
(3) Upon publication of a notice under Article 24(2), the Regulatory Authority shall invite interested persons to make representations with respect to the draft Rules within a period of at least 30 days after the publication, or within such period as the Council may otherwise determine.
(4) Articles 24(2) and (3) shall not apply if the Council concludes that any delay likely to arise under such Articles is prejudicial to the interests of the DIFC.
(5) Any period of time during which the Regulatory Authority invites interested persons to make representations with respect to draft Rules prior to Article 24 coming into effect shall be deemed to count as part or all of the period referred to in Article 24(3).

25. Waivers and Modification of Rules

(1) The Regulatory Authority may:
(a) on the application of a person; or
(b) with the consent of a person;
by means of a written notice provide that one or more provisions of the Rules either:
(c) shall not apply in relation to such person; or
(d) shall apply to such Person with such modifications as are set out in the written notice.
(2) A written notice may be given subject to conditions.
(3) A Person to whom a condition specified in a written notice applies must comply with the condition. In the event of failure to comply with a condition, the Regulatory Authority may, without limiting any other powers that the Regulatory Authority may have, apply to the Court for an order, including an order that the Person must comply with the condition in a specified way.
(4) Unless the Regulatory Authority is satisfied that it is inappropriate or unnecessary to do so, it must publish a written notice in such a way as it considers appropriate for bringing the notice to the attention of:
(a) those likely to be affected by it; and
(b) others who may be likely to become subject to a similar notice.
(5) The Regulatory Authority may:
(a) on its own initiative or on the application of the Person to whom it applies, withdraw a written notice; or
(b) on the application of, or with the consent of, the Person to whom it applies, vary a written notice.
(6) The Regulatory Authority may make Rules in connection with the provision of a written notice under this Article, including Rules prescribing procedures for the making of applications and providing of consents.

Chapter 4 The Regulatory Appeals Committee of the Council

26. The Regulatory Appeals Committee

(1) The Council shall form a committee called the Regulatory Appeals Committee.
(2) The Council shall appoint:
(a) at least three persons, at least one of whom shall be a Council Member, to the office of Member of the Regulatory Appeals Committee; and
(b) a Council Member who is a Member of the Regulatory Appeals Committee to serve as chairman of such committee;
and may dismiss such persons from office.
(3) Neither:
(a) the Chairman of the Regulatory Authority; nor
(b) the Chief Executive or a Member of his staff;
shall be a Member of the Regulatory Appeals Committee.
(4) The Regulatory Appeals Committee has power to do whatever it deems necessary for or in connection with, or reasonably incidental to, the performance of its functions.

27. Jurisdiction of the Regulatory Appeals Committee

(1) In Article 27(2):
(a) 'applicant' means a Person who has applied to the Regulatory Authority for a decision; and
(b) 'officer, Employee or agent' of a Person includes a Person who proposes to become an officer, Employee or agent of a Person.
(2) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal where:
(a) an applicant appeals against the decision of the Regulatory Authority in relation to an application for a Licence or for an extension of a Licence;
(b) an applicant, Authorised Firm or Authorised Market Institution appeals against the decision of the Regulatory Authority to impose or vary or withdraw a condition or restriction to its Licence;
(c) an Authorised Firm or Authorised Market Institution appeals against a decision of the Regulatory Authority in relation to the exercise of its power to withdraw a Licence or to withdraw an authorisation in relation to a Licensed Service;
(d) an officer, Employee or agent of an Authorised Firm appeals against a decision of the Regulatory Authority in relation to his application for Authorised Individual status or for extension of his status;
(e) an Authorised Individual appeals against the decision of the Regulatory Authority to impose or vary or withdraw a condition or restriction to the grant of Authorised Individual status;
(f) a Person appeals against a decision of the Regulatory Authority to:
(i) issue a written notice, or vary or withdraw a written notice to which he is subject, under Article 58(1); or
(ii) refuse to vary or withdraw a written notice following his request pursuant to Article 58(8);
(g) an Authorised-Individual appeals against a decision of the Regulatory Authority to:
(i) issue a written notice, or vary or withdraw a written notice to which he is subject, under Article 58(2);
(ii) refuse to vary or withdraw a written notice following his request or the request of an Authorised Firm pursuant to Article 58(8); or
(iii) suspend or withdraw his Authorised Individual status under Article 58(2), (3) or (5);
(h) an Authorised Firm or Authorised Market Institution appeals against the decision of the Regulatory Authority to issue a notice to it or make a requirement of it under Article 74, 75, 76 or 88;
(i) a Person seeking to acquire or who has acquired control of an Authorised Firm or Authorised Market Institution appeals against the decision of the Regulatory Authority to notify under Article 64 that a Controller is unacceptable; or
(j) an appeal is brought under such other jurisdiction as the Council may provide in the Rules.
(3) Subject to the Law and Rules, the Regulatory Appeals Committee may make rules of procedure governing the commencement, hearing and determination of appeals, including as to:
(a) the rules as to evidence;
(b) the manner in which a power under Article 29 may be exercised;
(c) the manner in which conflicts of interest of Members of a sub-committee constituted under Article 29 may be prevented;
(d) notification to the Chief Executive of the commencement of an appeal; and
(e) the manner in which the Chief Executive may appear and be heard in the appeal.
(4) Proceedings and decisions of the Regulatory Appeals Committee shall be heard and given in public unless:
(a) the Regulatory Appeals Committee hearing an appeal orders otherwise; or
(b) the rules of procedure of the Regulatory Appeals Committee provide otherwise.
(5) No appeal lies from a determination of the Regulatory Appeals Committee.

28. Commencement of an Appeal

(1) A Person may appeal to the Regulatory Appeals Committee only in circumstances where the committee has jurisdiction to hear and determine the appeal under Article 27.
(2) A Person shall commence an appeal by giving the, Regulatory Appeals Committee a written notice in the form provided for in the rules of procedure of the Regulatory Appeals Committee.
(3) An appeal shall be commenced:
(a) within 30 days of the relevant decision of the Regulatory Authority; or
(b) within such further period not exceeding 30 days as may be approved by the Regulatory Appeals Committee where it is satisfied that such approval is appropriate in the circumstances.

29. Powers to Hear and Determine an Appeal

(1) Upon the Regulatory Appeals Committee receiving a notice of an appeal failing within the jurisdiction of the committee, the chairman of the Regulatory Appeals Committee shall without undue delay:
(a) select at least three of its Members, at least one of whom shall be a Council Member, to constitute a sub-committee to exercise the powers and perform the functions of the Regulatory Appeals Committee to hear and determine the appeal; and
(b) appoint one of those Members as chairman of the sub-committee.
(2) For the purposes of hearing and determining an appeal, the Regulatory Appeals Committee may:
(a) stay the decision of the Regulatory Authority to which an appeal relates and any Related steps proposed to be taken by the Regulatory Authority until the committee has determined the appeal;
(b) consider any evidence relating to the decision of the Regulatory Authority to which the appeal relates, whether or not such evidence was available to the Regulatory Authority at the material time;
(c) receive and consider any material by way of oral evidence, written statements or documents, even if such material may not be admissible in evidence in civil or criminal proceedings in a Court of law;
(d) determine the manner in which such material is received by the committee;
(e) by notice in writing require a Person to attend before it at any sitting and to give evidence and produce any item, record or document in his possession relating to the subject matter of the appeal;
(f) administer oaths;
(g) examine or cause to be examined on oath or otherwise a Person attending before it and require the Person to answer truthfully any question which the committee considers appropriate for the purposes of the proceedings;
(h) order a witness to provide evidence in a truthful manner for the purposes of the proceedings by sworn statement;
(i) order a Person not to publish or otherwise disclose any material disclosed by any Person to the committee; or
(j) exercise such other powers or make such other orders as may be necessary for or ancillary to the conduct of the appeal or the performance of its function.
(3) At the conclusion of an appeal, the Regulatory Appeals Committee may:
(a) determine what, if any, is the appropriate action for the Regulatory Authority to take;
(b) remit the matter to the Chief Executive with such directions, if any, as the committee considers appropriate for giving effect to its determination, save that such directions may not require the Regulatory Authority to take any step which it would not otherwise have power to take; and
(c) make an order requiring a party to the appeal to pay a specified amount, being all or part of the costs of the appeal, including those of any party to the appeal. Such costs may be recovered from the recipient of the order in a Court of competent jurisdiction as a debt due to the party which incurred the costs.
(4) An appeal to the Regulatory Appeals Committee is determined when it is determined by the sub-committee.
(5) The Chief Executive must act in accordance with the determination of, and any direction given by, the Regulatory Appeals Committee.
(6) A Certificate that purports to be signed by the chairman or proper officer of the Regulatory Appeals Committee and states that the Regulatory Appeals Committee on a specified day made a specified determination or made a specified finding of fact, is in any proceedings before the Court, where relevant:
(a) conclusive evidence of the determination of the Regulatory Appeals Committee made on that day; and
(b) prima facie evidence of the relevant fact.

30. Enforcement

(1) A Person commits a contravention if he, without reasonable excuse:
(a) fails to comply with an order, notice, prohibition or requirement of the Regulatory Appeals Committee under Article 29;
(b) having been required by the Regulatory Appeals Committee under Article 29 to attend before such committee, does not attend or leaves the place where his attendance is so required without the permission of such committee;
(c) hinders or deters any Person from attending before the Regulatory Appeals Committee, giving evidence or producing any item, record or document, for the purposes of any appeal commenced under Article 28;
(d) threatens or, causes any loss to be suffered by any Person who has attended before the Regulatory Appeals Committee, on account of such attendance;
(e) threatens or causes any loss to be suffered by any Member of the Regulatory Appeals Committee or any Person assisting such committee at any time; or
(f) engages in conduct, including without limitation the:
(i) destruction of documents; or
(ii) giving of information that is false or misleading;
that is intended to obstruct the Regulatory Appeals Committee in the exercise of any of its powers.
(2) A Person who commits a contravention under Article 30(1) is liable to proceedings in the Disciplinary Tribunal for orders including but not limited to the imposition of a fine and censure.
(3) In the event that a Person fails to comply with an order, notice, prohibition or requirement of the Regulatory Appeals Committee made under Article 29:
(a) the committee; or
(b) the Chief Executive at the request of the committee; may apply to the Court to enforce such order, notice, prohibition or requirement.

Chapter 5 The Disciplinary Tribunal

31. The Disciplinary Tribunal

(1) The Council shall establish a tribunal of the Regulatory Authority called the Disciplinary Tribunal.
(2) The Council shall appoint:
(a) a president of the Disciplinary Tribunal; and
(b) a panel of Members of the Disciplinary Tribunal.
(3) The president and Members of the panel shall not be officers, Employees or agents of the Regulatory Authority other than through membership of the Disciplinary Tribunal or of the Regulatory Appeals Committee.
(4) The president of the Disciplinary Tribunal has power to do whatever he deems necessary for or in connection with, or reasonably incidental to, the performance of the functions of the Disciplinary Tribunal.

32. Jurisdiction of the Disciplinary Tribunal

(1) The Disciplinary Tribunal has jurisdiction to hear and determine proceedings which:
(a) are commenced under Article 33 and relate to an alleged breach of any provision of the Law or of the Rules or of any other legislation administered by the Regulatory Authority; or
(b) relate to such other matters as may be prescribed in the Rules or provided for under any other law.
(2) Subject to the Law and the Rules, the Disciplinary Tribunal may make rules of procedure governing the commencement, hearing and determination of proceedings, including as to:
(a) the rules as to evidence;
(b) the manner in which the powers under Article 34 may be exercised; and
(c) the manner in which conflicts of interest of Members of the Disciplinary Tribunal constituted under Article 34 may be prevented.
(3) Proceedings and decisions of the Disciplinary Tribunal shall be heard and given in public unless:
(a) the Disciplinary Tribunal hearing a matter orders otherwise; or
(b) the rules of procedure of the Disciplinary Tribunal provide otherwise.
(4) Proceedings before the Disciplinary Tribunal shall be determined on a balance of probabilities.
(5) An appeal from a determination of the Disciplinary Tribunal may be made to the Court.

33. Commencing Proceedings

If it appears reasonably likely to the Chief Executive or the Council that there has been a breach of any provision of the Law or of any Rules or of any other legislation administered by the Regulatory Authority, the Chief Executive may (and shall, if instructed by the Council) by notice commence proceedings before the Disciplinary Tribunal in relation to such breach.

34. Powers to Hear and Determine Proceedings

(1) For the purposes of any proceedings before it, the Disciplinary Tribunal shall consist of a chairman and at least two other Members of the panel.
(2) On the commencement of proceedings under Article 33, the president of the Disciplinary Tribunal shall without undue delay select either:
(a) himself and at least two other Members of the panel, of which he shall be chairman; or
(b) at least three Members of the panel, of which one shall be appointed chairman;
to hear and determine the appeal.
(3) The Disciplinary Tribunal may, for the purposes of any proceedings commenced under Article 33, on its own motion or that of any party to the proceedings:
(a) receive and consider any material by way of oral evidence, written statements or documents, even if such material may not be admissible in evidence in civil or criminal proceedings in a Court of law;
(b) by notice in writing require a Person to attend before it at any sitting and to give evidence and produce any item, record or document in his possession relating to the subject matter of the proceedings;
(c) administer oaths;
(d) examine or cause to be examined on oath or otherwise a Person attending before it and require the Person to answer truthfully any question which the Disciplinary Tribunal considers appropriate for the purposes of the proceedings;
(e) order a witness to provide evidence in a truthful manner for the purposes of the proceedings by sworn statement;
(f) order a Person not to publish or otherwise disclose any material disclosed by any Person to the Disciplinary Tribunal;
(g) stay the proceedings on such grounds and on such terms and conditions as it considers appropriate having regard to the interests of justice; and
(h) exercise such other powers or make such other orders as the Disciplinary Tribunal considers necessary for or ancillary to the conduct of the proceedings or the performance of its function.
(4) At the conclusion of any proceedings commenced under Article 33 in which an alleged breach is proven to the satisfaction of the Disciplinary Tribunal, it may by written notice to the Respondent declare that the Respondent has committed a contravention of a specified provision and do one or more of the following:
(a) impose a fine on the Respondent;
(b) censure the Respondent, including by means of publishing a written notice of censure;
(c) make an order requiring the Respondent to effect restitution or compensate any Person for such period and on such terms as the Disciplinary Tribunal may direct;
(d) make an order requiring the Respondent to disgorge in such form and on such terms as the Disciplinary Tribunal may direct such amounts as the Disciplinary Tribunal determines to be profits arising from wrongdoing or any other form of unjust enrichment as determined by the Disciplinary Tribunal;
(e) make an order requiring the Respondent to cease and desist from such activity as the Disciplinary Tribunal may stipulate;
(f) make an order requiring the Respondent to do an act or thing;
(g) make an order prohibiting the Respondent from holding office at any Body Corporate carrying on business in the DIFC; or
(h) make an order requiring a party to the proceedings to pay a specified amount, being all or part of the costs of the proceedings, including those of any party to the proceedings. Such costs may be recovered from the recipient of the order in a Court of competent jurisdiction as a debt due to the party which incurred the costs.
(5) Where the Disciplinary Tribunal imposes a fine or censure or makes a declaration or an order in relation to a Person under Article 34(4), the Regulatory Authority may, without limiting other powers it may have, exercise and perform its functions and powers under Chapters 4, 7 or 8 of Part 3 of the Law in relation to the person's Licence, Authorised Individual status or registration.
(6) A Certificate that purports to be signed by the President or proper officer of the Disciplinary Tribunal and states that the Disciplinary Tribunal on a specified day made a finding that a specified Person has committed a contravention of a specified provision of the Law or of the Rules or of any other legislation administered by the Regulatory Authority or made a specified finding of fact, is in any proceedings before the Court, where relevant:
(a) conclusive evidence that the Person was found by the Disciplinary Tribunal on that day to have contravened the relevant provision;
(b) prima facie evidence that the Person contravened that provision; and
(c) prima facie evidence of the relevant fact.

35. Enforcement

(1) A Person commits a contravention if he, without reasonable excuse:
(a) fails to comply with an order, notice, prohibition or requirement of the Disciplinary Tribunal under Article 34;
(b) having been required by the Disciplinary Tribunal under Article 34 to attend before such tribunal, leaves the place where his attendance is so required without the permission of such tribunal;
(c) hinders or deters any Person from attending before the Disciplinary Tribunal, giving evidence or producing any item, record or document, for the purposes of any proceedings commenced under Article 33;
(d) threatens or causes any loss to be suffered by any Person who has attended before the Disciplinary Tribunal, on account of such attendance;
(e) threatens or causes any loss to be suffered by any Member of a Disciplinary Tribunal or any Person assisting such tribunal at any time on account of the performance of his functions in that capacity;
(f) engages in conduct, including without limitation the:
(i) destruction of documents; or
(ii) giving of information that is false or misleading;
that is intended to obstruct the Disciplinary Tribunal in the exercise of any of its powers; or
(g) fails to pay a fine imposed under Article 34(4)(a).
(2) A Person who commits a contravention under Article 35(1) is liable to a fine and may be subject to censure of the Disciplinary Tribunal, including by means of publication of a written notice of censure.
(3) In the event that a Person fails to comply with an order, notice, prohibition or requirement of a Disciplinary Tribunal made under Article 34:
(a) the Disciplinary Tribunal; or
(b) the Chief Executive at the request of the Disciplinary Tribunal;
may apply to the Court to enforce such order, notice, prohibition or requirement.

Chapter 6 The Chief Executive of the Regulatory Authority

36. The Powers and Functions of the Chief Executive

The powers and functions of the Chief Executive are, so far as is reasonably practicable, to:

(a) exercise the executive power of the Regulatory Authority by taking such steps as are reasonable and which he considers appropriate to meet the objectives of the Regulatory Authority;
(b) license, authorise, register, regulate and supervise the conduct of activities required to be regulated under the Law or under any other legislation administered by the Regulatory Authority carried on by Authorised Firms, Authorised Market Institutions, Ancillary Service Providers and Authorised Individuals;
(c) prepare or cause to be prepared in a timely and efficient manner:
(i) draft Rules;
(ii) draft standards or codes of practice; and
(iii) Guidance;
reasonably required to enable the Regulatory Authority to perform its statutory functions;
(d) submit such draft Rules, draft standards, and draft codes of practice to the Council and advise it of such Guidance;
(e) grant waivers and modifications to the Rules;
(f) investigate or cause to be investigated matters capable of investigation under the Law and, where appropriate, commence proceedings before the Disciplinary Tribunal and any other tribunals or courts of appropriate jurisdiction;
(g) where appropriate to do so, delegate such of his functions and powers as may more efficiently and effectively be performed by officers or Employees of the Regulatory Authority and, with the approval of the Council either generally or in relation to any particular matter, by any other person; and
(h) exercise and perform such other powers and functions as may be delegated to the Chief Executive by the Council from time to time.

Chapter 7 Conflicts of Interest and use of Information

37. Conflicts of Interest

(1) Officers, Employees and agents of the Regulatory Authority shall disclose material conflicts of interest to which they are subject in performing their functions. Such disclosure shall be made without undue delay to the Person to whom such officer, Employee or agent reports.
(2) Officers, Employees and agents of the Regulatory Authority shall not participate in the making of decisions on matters in relation to which they are subject to a material conflict of interest, save that breach of Article 37(2) shall not result in such decision being invalid.

38. Confidential Information

(1) Subject to Article 38(3), confidential information must not be disclosed by the Regulatory Authority or by any of its officers, Employees or agents, or by any Person coming into possession of the information, without the consent of the Person to whom the duty of confidentiality is owed.
(2) Information is confidential when:
(a) it is received by the Regulatory Authority or any of its officers, Employees or agents in the course of the performance by such Person of a function under the Law or under any other legislation administered by the Regulatory Authority; and
(b) it has not been made available to the public in circumstances in which disclosure is not prohibited under such Law or other legislation.
(3) The Regulatory Authority may disclose confidential information where such disclosure:
(a) is permitted or required under the Law or Rules or under other legislation administered by the Regulatory Authority;
(b) is permitted or required by any other law;
(c) is made to:
(i) the Companies Registrar;
(ii) a Financial Services Regulator;
(iii) a governmental or regulatory authority in the United Arab Emirates or elsewhere exercising powers and performing functions relating to anti-money laundering;
(iv) a self-regulatory body or organization exercising and performing powers and functions in relation to financial services; or
(v) a civil or criminal law enforcement agency, in the United Arab Emirates or elsewhere;
for the purpose of assisting the performance by any such Person of its regulatory functions; or
(d) is made in good faith for the purposes of performance and exercise of the functions and powers of the Regulatory Authority.

Chapter 8 Other Regulators

39. Exercise of Powers on Behalf of Other Regulators

At the request of:

(a) the Companies Registrar;
(b) a Financial Services Regulator;
(c) a governmental or regulatory authority in the United Arab Emirates or elsewhere exercising powers and performing functions relating to anti-money laundering;
(d) a self-regulatory body or organization exercising and performing powers and functions in relation to financial services; or
(e) a civil or criminal law enforcement agency, in the United Arab Emirates or elsewhere;
the Regulatory Authority may, where it considers appropriate, exercise its powers under the Law or under any other legislation administered by the Regulatory Authority for the purpose of assisting the performance by such Person of its regulatory functions.

40. Delegation of Functions and Powers to Other Regulators

Without limiting in any way the generality of any other provisions of the Law, including Article 36, the Regulatory Authority may delegate functions and powers to a representative of:

(a) the Companies Registrar;
(b) a Financial Services Regulator;
(c) a governmental or regulatory authority in the United Arab Emirates or elsewhere exercising powers and performing functions relating to anti-money laundering; or
(d) a civil or criminal law enforcement agency of the United Arab Emirates;
for the purpose of exercising the powers of the Regulatory Authority under Chapters 1 and 2 of Part 5, save that such representative shall be supervised in the exercise of his powers by the Chief Executive or his delegated officer.

Part 3: Licensing, Authorisation and Registration

Chapter 1 The Framework of Regulation

41. The Financial Services Prohibition

(1) Subject to Article 42(3), a Person shall not carry on a Financial Service in or from the DIFC.
(2) The Regulatory Authority shall make Rules prescribing the activities which constitute a Financial Service.
(3) The prohibition in Article 41(1) is referred to in the Law as the "Financial Services Prohibition".
(4) The Regulatory Authority may make Rules adding to, removing activities from, or otherwise modifying the list of Financial Services made under Article 41(2).

42. Authorised Firms, Authorised Market Institutions and Licensed Services

(1) The Regulatory Authority shall make Rules prescribing:
(a) which Financial Services constitute Licensed Services;
(b) which of the Licensed Services may be carried on by an Authorised Firm; and
(c) which of the Licensed Services may be carried on by an Authorised Market Institution.
(2) The Regulatory Authority may make Rules adding to, removing activities from, or otherwise modifying the lists of Licensed Services made under Article 42(1).
(3) A Person may carry on a Licensed Service in or from the DIFC if such Person is:
(a) an Authorised Firm whose Licence authorises it to carry on one or more specified Licensed Services; or
(b) an Authorised Market Institution whose Licence authorises it to carry on one or more specified Licensed Services
(4) An Authorised Firm or Authorised Market Institution shall:
(a) 'act within the scope of its authority under its Licence; and
(b) comply with any condition or restriction applicable to its Licence.
(5) A Person who is not an Authorised Firm or Authorised Market Institution shall not represent that he is such a Person.

43. Authorised Individuals and Licensed Functions

(1) The Regulatory Authority shall make Rules prescribing Licensed Functions which may include the functions of senior officers or Employees with material responsibility for both or either:
(a) managing an Authorised Firm; and
(b) the carrying on by an Authorised Firm of its Licensed Services.
(2) The Licensed Functions of an Authorised Firm shall be carried out by its Authorised Individuals.
(3) An Authorised Firm shall take all reasonable steps to ensure that:
(a) none of its officers, Employees or agents performs a Licensed Function unless such officer, Employee or agent is authorised by the Regulatory Authority as an Authorised Individual in relation to such Licensed Function; and
(b) none of its officers, Employees or agents performs a Licensed Function in breach of a written notice or suspension or withdrawal of authority issued by the Regulatory Authority under Articles 58(1), (2), (3) or (5).
(4) An Authorised Individual shall:
(a) act within the scope of his authority granted under his Authorised Individual status; and
(b) comply with any condition or restriction applicable to such status.
(5) A Person who is not an Authorised Individual shall not represent that he is such a Person.

44. The Ancillary Services Prohibition and Ancillary Service Providers

(1) Subject to Article 44(5), a Person shall not carry on an Ancillary Service in or from the DIFC.
(2) The Regulatory Authority shall make Rules prescribing the activities which constitute an Ancillary Service.
(3) The prohibition in Article 44(1) is referred to in the Law as the "Ancillary Services Prohibition".
(4) The Regulatory Authority may make Rules adding to, removing activities from, or otherwise modifying the list of Ancillary Services made under Article 44(2).
(5) A Person may carry on an Ancillary Service in or from the DIFC if such Person is registered as an Ancillary Service Provider.
(6) An Ancillary Service Provider shall:
(a) act within the scope of its authority under its registration; and
(b) comply with any terms of its registration.
(7) A Person who is not an Ancillary Service Provider shall not represent that he is such a Person.

Chapter 2 Applications For A Licence

45. Application for a Licence or for Extension to a Licence

(1) An application for a Licence authorising an Authorised Firm or an Authorised Market Institution to carry on one or more Licensed Services may be made to the Regulatory Authority by any:
(a) body corporate;
(b) partnership; or
(c) unincorporated association.
(2) An Authorised Firm or Authorised Market Institution may apply to the Regulatory Authority to extend its Licence to Licensed Services other than those in respect of which it already has a Licence.
(3) The Regulatory Authority may make Rules providing that certain persons or types of Person may not be granted a Licence in relation to particular Licensed Services.
(4) The Regulatory Authority shall make Rules containing a set of requirements which an application for a Licence, or for extension of a Licence to other Licensed Services, must meet before such application can be accepted and a Licence or extension be granted by the Regulatory Authority. Such Rules shall include requirements relating to the fitness and propriety of applicants.
(5) The Regulatory Authority may make Rules providing for such requirements referred to in Article 45(4) to be varied in cases where an application is made by a Person which is, at the time of application, regulated in a jurisdiction other than the DIFC.
(6) The Regulatory Authority may make Rules:
(a) prescribing certain persons or Categories of Person to be exempted from the requirements referred to in Article 45(4); and
(b) providing for any such exemptions to be:
(i) limited to certain Licensed Services or specified circumstances; and/or
(ii) subject to certain conditions and restrictions.

46. Providing Information in relation to the Application

(1) The Regulatory Authority may require the applicant to provide additional information reasonably required for the Regulatory Authority to be able to decide the application.
(2) If at any time between the filing of an application and the grant of a Licence or the grant of an extension to a Licence the applicant becomes aware of a material change reasonably likely to be relevant to the application under consideration, it shall inform the Regulatory Authority in writing of such change without delay.

47. Rejection of an Application

(1) The Regulatory Authority may in its absolute discretion refuse to grant an application for a Licence or for an extension to a Licence.
(2) Upon refusing to grant a Licence or an extension to a Licence, the Regulatory Authority shall without undue delay inform the applicant in writing of such refusal and, where requested by the applicant, the reasons for such refusal.

48. Granting a Licence or Extension to a Licence

(1) The Regulatory Authority may grant an application for a Licence or for an extension to a Licence with or without conditions and restrictions.
(2) Upon deciding to grant a Licence or an extension to a Licence, the Regulatory Authority shall without undue delay inform the relevant applicant in writing of:
(a) such decision;
(b) the date on which the Licence or extension shall be deemed to take effect;
(c) the Licensed Service or Licensed Services that the applicant is authorised to carry on; and
(d) any conditions and restrictions applicable to the Licence or the newly extended Licence.

Chapter 3 Conditions and Restrictions on A Licence

49. Applying Conditions and Restrictions to a Licence

(1) Subject to Articles 49(2) and (3), the Regulatory Authority may at any time by written notice to an Authorised Firm or Authorised Market Institution:
(a) impose conditions and restrictions or additional conditions and restrictions on a Licence; and
(b) vary or withdraw conditions and restrictions imposed on a Licence.
(2) The Regulatory Authority may act under Article 49(1) on its own initiative or at the request of an Authorised Firm or Authorised Market Institution.
(3) Subject to Article 49(4), the Regulatory Authority may only impose conditions and restrictions or additional conditions and restrictions or vary or withdraw conditions and restrictions on the Licence if it has given the relevant Authorised Firm or Authorised Market Institution a suitable opportunity to make representations in Person and in writing to the Regulatory Authority in relation to the proposed changes.
(4) The requirement imposed on the Regulatory Authority under Article 49(3) shall not apply:
(a) in relation to the imposition of conditions and restrictions when a Licence, or an extension of a Licence, is granted;
(b) where the relevant Person has requested the imposition, variation or withdrawal of conditions and restrictions under Article 49(2); or
(c) where the Regulatory Authority concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the DIFC.
(5) Where pursuant to Article 49(4)(c) the Regulatory Authority imposes, varies or withdraws a condition or restriction without providing a prior opportunity to make representations, the Regulatory Authority shall:
(a) provide the relevant Authorised Firm or Authorised Market Institution an opportunity to make representations in Person and in writing to the Regulatory Authority within the period of 14 days, or such further period as may be agreed, from the date on which such condition or restriction is imposed, varied or withdrawn; and
(b) provide a response to any such submission, and make any consequential imposition, variation or withdrawal of the condition or restriction, without undue delay.

Chapter 4 Withdrawal of a Licence or an Authorisation Under a Licence

50. Withdrawing an Authorisation under a Licence

(1) Subject to Article 50(3), the Regulatory Authority may withdraw authorisation in relation to one or more Licensed Services for which an Authorised Firm or Authorised Market Institution is authorised under a Licence.
(2) The Regulatory Authority may act under Article 50(1) on its own initiative or at the request of an Authorised Firm or Authorised Market Institution.
(3) The Regulatory Authority may exercise its power under Article 50(1) in the following circumstances:
(a) the Authorised Firm or Authorised Market Institution is in breach of, or has been in breach of, one or more restrictions or conditions applicable to its Licence;
(b) the Authorised Firm or Authorised Market Institution is otherwise in breach of, or has otherwise been in breach of, the Law or Rules or other legislation administered by the Regulatory Authority;
(c) the Authorised Firm or Authorised Market Institution is no longer fit and proper to carry on a Licensed Service;
(d) the Authorised Firm or Authorised Market Institution has failed for a period of at least twelve consecutive months to carry on one or more Licensed Services for which it is authorised under a Licence;
(e) the Authorised Firm or Authorised Market Institution requests the withdrawal; or
(f) the Regulatory Authority considers that the exercise of the power is necessary or desirable in the pursuit of its objectives.

51. Withdrawing a Licence

The Regulatory Authority may withdraw a Licence of an Authorised Firm or Authorised Market Institution where:

(a) as a consequence of withdrawal of authorisation in relation to one or more Licensed Services under Article 50, the Person is no longer authorised to carry on any Licensed Service;
(b) the Person is no longer fit and proper to hold a Licence;
(c) the Person has failed to remove a Controller in the circumstances described in Article 64; or
(d) the Person asks the Regulatory Authority to withdraw the Licence.

52. Procedure for Withdrawal

(1) Subject to Articles 52(2) and (3), the Regulatory Authority may only exercise its power under Articles 50 and 51 if it has given the relevant Authorised Firm or Authorised Market Institution a suitable opportunity to make representations in Person and in writing to the Regulatory Authority in relation to the proposed withdrawal.
(2) The restriction imposed on the Regulatory Authority under Article 52(1) shall not apply if:
(a) the Regulatory Authority concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the DIFC; or
(b) the Person requests the Regulatory Authority to:
(i) withdraw its Licence; or
(ii) withdraw authorisation in relation to one or more Licensed Services under its Licence and the withdrawal goes no wider than such request.
(3) Where the Regulatory Authority takes steps to exercise its powers under Articles 50 or 51 in relation to an Authorised Firm or Authorised Market Institution following a determination of the Regulatory Appeals Committee or Disciplinary Tribunal or a decision of the Court in relation to the conduct of such Person, the obligation upon the Regulatory Authority to afford that Person an opportunity to make representations to the Regulatory Authority shall not apply in relation to findings of fact of that committee or tribunal or the Court as the case may be.
(4) Where the Regulatory Authority has received a representation from a Person under this Article, the Regulatory Authority shall without undue delay inform such Person in writing of its response to such representation.
(5) Upon deciding to withdraw:
(a) authorisation in relation to a Licensed Service, or
(b) a Licence;
the Regulatory Authority shall without undue delay inform the relevant Person in writing of:
(c) such decision;
(d) the date on which such withdrawal shall be deemed to take effect; and
(e) if relevant, the Licensed Service to which such withdrawal relates.

Chapter 5 Authorised Individual Status

53. Applications for Authorised Individual status or for Extension of status

(1) In this Chapter:
(a) "Authorised Firm" includes a Person whose application for a Licence or application for extension of a Licence is being considered by the Regulatory Authority; and
(b) "officer, Employee or agent" of a Person includes a Person who proposes to become an officer, Employee or agent of a Person.
(2) An application for Authorised Individual status of an officer, Employee or agent of an Authorised Firm shall be made by:
(a) such officer, Employee or agent; and
(b) the Authorised Firm for which the Licensed Function is to be performed under the terms of office, employment or agency between such Authorised Firm and such officer, Employee or agent.
(3) Where a Person holds Authorised Individual status in relation to Licensed Functions of an Authorised Firm, such Authorised Individual and Authorised Firm may apply to the Regulatory Authority to extend the scope of the Authorised Individual status to Licensed Functions other than those in respect of which the Authorised Individual already holds status.
(4) The Regulatory Authority shall make Rules containing the requirements which an application for Authorised Individual status must meet before such application can be accepted and authorisation granted by the Regulatory Authority. Such Rules shall include requirements relating to the fitness and propriety of applicants.
(5) The Regulatory Authority may make Rules providing for such requirements to be varied in cases where:
(a) an application is made to extend the scope of Authorised Individual status to Licensed Functions other than those in respect of which he already holds such status; or
(b) an application is made for grant of Authorised Individual status by and for an officer, Employee or agent who is, at the time of application, regulated in a jurisdiction other than the DIFC to perform a role which is substantially similar to the Licensed Function in relation to which the application is made.
(6) The Regulatory Authority may make Rules:
(a) prescribing certain persons or Categories of Person to be exempted from the requirements referred to in Article 53(4); and
(b) providing for any such exemptions to be:
(i) limited to certain Licensed Functions or specified circumstances; and/or
(ii) subject to certain conditions and restrictions.

54. Providing Information in relation to the Application

(1) At any time after the filing of an application, the Regulatory Authority may require the Authorised Firm or the relevant officer, Employee or agent to provide additional information reasonably required for the Regulatory Authority to be able to decide the application.
(2) If at any time between the filing of an application and the grant of Authorised Individual status or of an extension to his status the relevant officer, Employee or agent becomes aware of a material change in his circumstances reasonably likely to be relevant to the application under consideration, he shall inform the Authorised Firm in writing of such change without delay.
(3) If at any time between the filing of an application and the grant of Authorised Individual status or of an extension to a status the Authorised Firm becomes aware of a material change reasonably likely to be relevant to the application under consideration, it shall inform the Regulatory Authority in writing of such change without delay.

55. Rejecting an Application

(1) The Regulatory Authority may in its absolute discretion reject an application for Authorised Individual status or for extension to status.
(2) Upon refusing to grant Authorised Individual status or an extension to status, the Regulatory Authority shall without undue delay inform the relevant officer, Employee or agent and the Authorised Firm in writing of such refusal and, where requested by either the relevant officer, Employee or agent or Authorised Firm the reasons for such refusal.

56. Granting an Application

(1) The Regulatory Authority may grant Authorised Individual status or an extension to status with or without conditions and restrictions.
(2) Upon deciding to authorise an officer, Employee or agent of an Authorised Firm as an Authorised Individual, or to extend the scope of Authorised Individual status to other Licensed Functions, the Regulatory Authority shall without undue delay inform the relevant officer, Employee or agent and the Authorised Firm in writing of:
(a) such decision;
(b) the date on which the authorisation or extension shall be deemed to take effect;
(c) the Licensed Functions to which the authorisation relates; and
(d) any conditions and restrictions applicable to the Authorised Individual status or extended status.

Chapter 6 Conditions and Restrictions on Authorised Individual Status

57. Applying Conditions and Restrictions to Authorised Individual Status

(1) Subject to Articles 57(2) and (3), the Regulatory Authority may at any time by written notice to an Authorised Individual and the Authorised Firm in relation to which the Authorised Individual is an officer, Employee or agent:
(a) impose conditions and restrictions or additional conditions and restrictions on the grant of Authorised Individual status; and
(b) vary or withdraw conditions and restrictions imposed on the grant of such status.
(2) The Regulatory Authority may act under Article 57(1) on its own initiative or at the request of the Authorised Individual or Authorised Firm.
(3) Subject to Article 57(4), the Regulatory Authority may only impose conditions and restrictions or additional conditions and restrictions or vary or withdraw conditions and restrictions on a grant of Authorised Individual status if it has given the relevant Authorised Individual and Authorised Firm a suitable opportunity to make representations in Person and in writing to the Regulatory Authority in relation to the proposed changes.
(4) The requirement imposed on the Regulatory Authority under Article 57(3) shall not apply:
(a) in relation to the imposition of conditions and restrictions when Authorised Individual status is granted;
(b) where the relevant Person has requested the imposition, variation or withdrawal of conditions and restrictions under Article 57(2);
(c) where the Regulatory Authority concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the DIFC.
(5) Where pursuant to Article 57(4)(c) the Regulatory Authority imposes, varies or withdraws a condition or restriction without providing a prior opportunity to make representations; the Regulatory Authority shall:
(a) provide the relevant Authorised Individual and Authorised Firm an opportunity to make representations in Person and in writing to the Regulatory Authority within the period of 14 days, or such further period as may be agreed, from the date on which such condition or restriction is imposed, varied or withdrawn; and
(b) provide a response to any such submission, and make any consequential imposition, variation or withdrawal of the condition or restriction, without undue delay.

Chapter 7 Restriction, Suspension and Withdrawal of Authorised Individual Status

58. Restricting Persons or Suspending or Withdrawing Authorisations

(1) If the Regulatory Authority reasonably concludes that a Person is not a fit and proper Person to perform any functions in or in connection with the provision of Financial Services or Ancillary Services in the DIFC, whether or not they are Licensed Functions, it may by means of written notice restrict such Person from performing any or all such functions.
(2) If the Regulatory Authority reasonably concludes that:
(a) an Authorised Individual is in breach of or has been in breach of, an obligation that applies as a result of such person's Authorised Individual status; or
(b) a Person is no longer fit and proper to perform a role in respect of which he is an Authorised Individual;
it may:
(c) by means of a written notice restrict the Person from performing one or more Licensed Functions; or
(d) suspend or withdraw Authorised Individual status from such Person.
(3) The Regulatory Authority may withdraw the Authorised Individual status of a Person if:
(a) the Person becomes bankrupt;
(b) the Person is convicted of a serious criminal offence;
(c) the Person becomes incapable (through mental or physical incapacity) of managing his affairs; or
(d) the Person or the relevant Authorised Firm asks the Regulatory Authority to withdraw the status.
(4) The Regulatory Authority may withdraw authorisation in relation to one or more Licensed Functions of an Authorised Individual if the Authorised Individual or relevant Authorised Firm asks the Regulatory Authority to withdraw such authorisation.
(5) Where the Regulatory Authority:
(a) is conducting an investigation under Article 78; and
(b) in the course of such investigation suspects that a Person has engaged in conduct that may form grounds for the withdrawal of the person's Authorised Individual status;
it may suspend the Authorised Individual status of such Person for the duration of the investigation or Related proceedings insofar as such investigation or proceedings relate to the Person.
(6) A Person who:
(a) performs a function in breach of Article 58(1); or
(b) performs a Licensed Function:
(i) in breach of the Rules;
(ii) contrary to a written notice issued under Article 58(2); or
(iii) where his Authorised Individual status has been suspended or withdrawn under Article 5 8(2), (3), (4) or (5);
commits a contravention.
(7) The Regulatory Authority may vary or withdraw a written notice issued under Article 58(1) or (2) where it is reasonable to do so.
(8) The Regulatory Authority may act under Article 58(7) on its own initiative or at the request of the relevant Person or Authorised Firm.

59. Procedure for Restricting Persons or Suspending or Withdrawing an Authority

(1) Subject to Articles 59(2) and (3), the Regulatory Authority may only exercise its power to:
(a) issue or vary a written notice; or
(b) suspend or withdraw Authorised Individual status;
under Article 58 if it has given the relevant Person a suitable opportunity to make representations in Person and in writing to the Regulatory Authority in relation to the proposed written notice or variation of notice or suspension or withdrawal.
(2) The restriction imposed on the Regulatory Authority under Article 59(1) shall not apply where:
(a) the Regulatory Authority concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the DIFC;
(b) the Regulatory Authority has given notice under Article 59(3); or
(c) the Authorised Individual has requested the issue or variation of a written notice or the suspension or withdrawal of his status.
(3) Where the Regulatory Authority takes steps to exercise its powers under Article 58 in relation to an Authorised Individual following a determination by the Regulatory Appeals Committee or the Disciplinary Tribunal or a decision of the Court relating to the conduct of such Person, the obligation upon the Regulatory Authority to afford the Person an opportunity to make representations to the Regulatory Authority shall not apply in relation to findings of fact of that tribunal or committee or the Court as the case may be.
(4) Where the Regulatory Authority has received a representation from a Person under this Article, the Regulatory Authority shall without undue delay inform such Person in writing of its response to such representation.
(5) Upon deciding under Article 58 to:
(a) issue, vary or withdraw a written notice; or
(b) suspend or withdraw Authorised Individual status;
the Regulatory Authority shall without undue delay inform the relevant Person in writing of:
(c) such decision;
(d) the date on which the issue, variation or withdrawal of the written notice or suspension or withdrawal of Authorised Individual status shall be deemed to take effect; and
(e) the Licensed Functions or other functions to which such issue, variation or withdrawal of the written notice or suspension or withdrawal of Authorised Individual status may relate.

Chapter 8 Registration of Ancillary Service Providers

60. Registration of Ancillary Service Providers

(1) An application for registration of an Ancillary Service Provider to carry on one or more Ancillary Services may be made to the Regulatory Authority by any:
(a) body corporate;
(b) partnership; or
(c) unincorporated association.
(2) The Regulatory Authority shall make Rules containing a set of requirements which an application for registration must meet before such application can be accepted and registration granted by the Regulatory Authority.
(3) The Regulatory Authority may in its absolute discretion grant or refuse to grant an application for registration.
(4) The Regulatory Authority may make Rules setting out the grounds on which and manner in which registration may be suspended, varied or withdrawn by the Regulatory Authority.

Chapter 9 Other Matters Relating to Licensing

61. Licensing and registration of partnerships and unincorporated associations

(1) If an Authorised Firm, Authorised Market Institution or Ancillary Service Provider is:
(a) a partnership; or
(b) an unincorporated association;
it does not need to reapply for a Licence or registration as the case may be by reason only of a change to its membership.
(2) Article 61 (1) applies subject to the effect of Article 64.

62. Public Registers

(1) The Regulatory Authority shall publish and maintain a register of current and past grants of, and withdrawals and suspensions of, Licenses and authorisations of all Authorised Firms, Authorised Market Institutions and Authorised Individuals in such manner as may be prescribed in the Rules.
(2) The Regulatory Authority shall publish and maintain a register of current and past grants of, and withdrawals of, registration of all Ancillary Service Providers in such manner as may be prescribed in the Rules.
(3) The Regulatory Authority shall publish and maintain registers of:
(a) all persons in relation to whom written notices have been issued under Article 58(1); and
(b) all Authorised Firms and Authorised Individuals in relation to whom written notices have been issued under Article 58(2);
indicating whether any such notice is of past effect or current, in such manner as may be prescribed in the Rules.
(4) The Regulatory Authority shall make a reasonably current version of any registers maintained under Article 62(1), (2) and (3) freely available for viewing by the public during the normal business hours of the Regulatory Authority.

63. Extended jurisdiction

(1) Any power which the Regulatory Authority may exercise in relation to an Authorised Firm, Authorised Market Institution, Ancillary Service Provider or an Authorised Individual under the Law or Rules or other legislation administered by the Regulatory Authority may continue to be exercised for a period of two years after the date on which:
(a) the Licence of such Authorised Firm or Authorised Market institution;
(b) the registration of an Ancillary Service Provider; or
(c) the Authorised Individual status of such Authorised Individual;
is withdrawn by the Regulatory Authority under the Law.
(2) If, pursuant to the Law, proceedings are commenced before a Disciplinary Tribunal or the Regulatory Appeals Committee before the expiry of the period of two years referred to in Article 63(1) then the provisions of Article 63(1) shall remain in force until such time as the proceedings and any Related appeals and proceedings are completed.

Part 4: General Regulation of Financial Services

Chapter 1 General Provisions

64. Provisions Governing Change of Control

(1) The Regulatory Authority may make Rules in connection with the change of control of Authorised Firms and Authorised Market Institutions, including Rules as to:
(a) the circumstances in which a Person becomes or ceases to be a controller;
(b) the circumstances in which a change in a measure of control becomes notifiable to the Regulatory Authority;
(c) the manner in which and by whom such notification is to be given;
(d) the circumstances in which approval of the Regulatory Authority may be required prior to a change in control; and
(e) the manner by which and circumstances in which the Regulatory Authority will notify an Authorised Firm or Authorised Market Institution that a Controller is unacceptable to the Regulatory Authority.
(2) Where:
(a) the Regulatory Authority notifies an Authorised Firm or Authorised Market Institution that a Controller is unacceptable to the Regulatory Authority; and
(b) such Authorised Firm or Authorised Market Institution fails to remove the Controller without undue delay or take other action to the satisfaction of the Regulatory Authority;
the Regulatory Authority may exercise its powers under Article 55 to withdraw the Licence of the Authorised Firm or Authorised Market Institution.
(3) Nothing in Article 64(2) affects the powers and liabilities that the Regulatory Authority or a Person may have apart from this Article.

65. Unenforceable Agreements - Breach by Party to the Agreement

(1) Subject to Article 65(5), a Person who makes an agreement in the course of carrying on a Licensed Service in breach of the Financial Services Prohibition shall not be entitled to enforce such agreement against any party (a "relevant party") to the agreement.
(2) Subject to agreement that may otherwise be reached between the parties, a relevant party may apply to the Court to recover:
(a) any Money paid or Property transferred by him under the agreement;
(b) compensation reflecting any loss sustained by the relevant party as a direct result of such payment or transfer; and
(c) compensation for an amount becoming due that is dependent upon a contingency occurring under the relevant agreement, provided that such contingency shall have occurred prior to the relevant party being notified by the other party or by the Regulatory Authority that the agreement has been entered into in breach of the Financial Services Prohibition.
(3) If the relevant party chooses not to perform the agreement or, under Article 65(2), recovers Money paid or Property transferred by him under the agreement, he shall in turn repay any Money or Property he has received under the agreement.
(4) The compensation recoverable under Article 65(2)(b) is the amount agreed between the parties to the agreement or, following an application to the Court, the amount determined by the Court.
(5) If the Court is satisfied that the Person carrying on the Licensed Service reasonably believed that he was not in breach of the Financial Services Prohibition by entering into such agreement, and that it is fair and just in the circumstances to make such an order, it may make one or more of the following orders:
(a) an order that the agreement be enforced between the parties to such extent and under such terms and conditions as the Court sees fit; or
(b) an order that Money paid or Property transferred under the agreement be retained or dealt with in accordance with the agreement or in such manner as the Court deems fit.
(6) Where Property transferred under the agreement has been transferred to a third party, a reference in Article 65 to such Property shall be interpreted as a reference to the value of the Property at the time of the transfer under the agreement.
(7) In Article 65, "agreement" means an agreement, the making or performance of which constitutes, or is part of, the carrying on of a Licensed Service.

66. False or Misleading Information

A Person shall not:

(a) provide information which is false, misleading or deceptive to the Regulatory Authority; or
(b) conceal information where the concealment of such information is likely to mislead or deceive the Regulatory Authority.

67. Obligations of Disclosure to the Regulatory Authority

(1) Subject to Article 67(2), any of the following persons:
(a) an Authorised Firm, Authorised Market Institution or Ancillary Service Provider; or
(b) an auditor of any Person in (a);
shall disclose to the Regulatory Authority any matter which reasonably tends to show one of the following:
(c) a breach, or likely breach of a provision of the Law or Rules or other legislation administered by the Regulatory Authority;
(d) a failure, or likely failure, to comply with any obligation to which a Person is subject under such legislation; or
(e) any other matter as the Regulatory Authority may prescribe in Rules;
which may be attributable to the conduct of the relevant Authorised Firm, Authorised Market Institution or Ancillary Service Provider or of its officers, Employees or agents.
(2) Article 67(1) shall not apply to the extent that compliance with such requirement would disclose a Privileged Communication.
(3) An Authorised Firm, Authorised Market Institution or Ancillary Service Provider shall establish and implement appropriate systems and internal procedures to enable its compliance, and compliance by its auditor, with Article 67(1).
(4) Any provision in an agreement between an Authorised Firm, Authorised Market Institution or Ancillary Service Provider and an officer, Employee, agent or auditor is void in so far as it purports to hinder any Person from causing or assisting an Authorised Firm, Authorised Market Institution or Ancillary Service Provider or auditor to comply with an obligation under Article 67(1).
(5) No Person shall be subjected to detriment or loss or damage merely by reason of Undertaking any act to cause or assist an Authorised Firm, Authorised Market Institution, Ancillary Service Provider or auditor to comply with an obligation under Article 67(1).
(6) A Person may apply to the Court for relief where he has been subjected to any such detriment or loss or damage referred to in Article 67(5).

68. Disclosures to the Regulatory Authority

A Person is neither liable to a proceeding, nor subject to a liability, nor in breach of any duty, merely by reason of the giving of information or production of a document by the Person to the Regulatory Authority:

(a) in good faith; and
(b) in reasonable belief that the information or document is relevant to any functions of the Regulatory Authority;
whether such information or document is given or produced pursuant to a requirement at law or otherwise.

69. Liabilities of an Authorised Market Institution

(1) Neither an Authorised Market Institution nor any officer, Employee or agent of an Authorised Market Institution can be held liable for anything done or omitted to be done in the performance or purported performance of its regulatory functions.
(2) Article 69(1) does not apply if the act or omission is shown to have been in bad faith.
(3) In this Article, 'regulatory functions' is a reference to the functions prescribed as regulatory functions of an Authorised Market Institution in the Rules.

Chapter 2 Anti-Money Laundering Compliance

70. Operation of Federal Law

(1) Chapter 2 of Part 4 of the Law is made in Recognition of the obligations upon the Regulatory Authority under Federal Law No. 4 of 2002 'Criminalisation of Money Laundering' of the United Arab Emirates.
(2) Nothing in the Law affects the operation of:
(a) Federal Law No. 4 of 2002 of the United Arab Emirates;
(b) the Penal Code of the United Arab Emirates; or
(c) any other Federal Law of the United Arab Emirates as applicable in the DIFC in relation to anti-money laundering compliance.
(3) An Authorised Firm, Authorised Market Institution, Ancillary Service Provider or Authorised Individual shall comply with any provision of the Federal Law No. 4 of 2002 of the United Arab Emirates as it applies to such Person in the DIFC.

71. Reporting of Suspicious Activity

(1) Where an Authorised Firm, Authorised Market Institution, Ancillary Service Provider or Authorised Individual provides a suspicious transaction report as required under Federal Law No. 4 of 2002 of the United Arab Emirates, such Person shall also provide a copy of such report to the Regulatory Authority at the time of provision under that law.
(2) Where the Regulatory Authority detects conduct which it suspects may relate to Money Laundering, it shall advise the relevant authority exercising powers and performing functions under Federal Law No. 4 of 2002 of the United Arab Emirates without undue delay.

72. Provisions governing Anti-Money Laundering Measures

(1) The Regulatory Authority shall make Rules in connection with the creation and implementation of anti-money laundering measures, policies and procedures, including Rules as to:
(a) the persons or Classes of persons who shall be subject to any such measures, policies and procedures;
(b) the nature and extent of any duty, requirement, prohibition, obligation or responsibility applicable to such persons.
(2) An Authorised Firm, Authorised Market Institution, Ancillary Service Provider or Authorised Individual shall comply with any duty, requirement, prohibition, obligation or responsibility to which that Person is subject under the Rules.

Part 5: Powers of Supervision and Investigation

Chapter 1 Powers of Supervision

73. Powers to Obtain Information

(1) The Regulatory Authority may require Authorised Firms, Authorised Market Institutions, Ancillary Service Providers and the officers, Employees and agents of such persons by written notice to:
(a) give, or procure the giving of, such specified information; or
(b) produce, or procure the production of, such specified documents;
to the Regulatory Authority as the Regulatory Authority considers necessary or desirable to meet the objectives of the Regulatory Authority.
(2) The Regulatory Authority may enter the premises of any Authorised Firm, Authorised Market Institution or Ancillary Service Provider during normal business hours or at any other time as may be agreed for the purpose of inspecting and copying information or documents stored in any form on such premises, as it considers necessary or desirable to meet the objectives of the Regulatory Authority.
(3) Information given or a document produced as a result of the exercise by the Regulatory Authority of powers under Article 73 is admissible in evidence in administrative and civil proceedings, provided that any such information or document also complies with any requirements relating to the admissibility of evidence in such proceedings.

74. Requirement to Provide a Report

(1) The Regulatory Authority may require, in such manner and in such form as it may prescribe in the Rules, an Authorised Firm or Authorised Market Institution to provide the Regulatory Authority with a report on any matter about which the Regulatory Authority has required or could require the giving of information or production of documents under Article 73.
(2) The Regulatory Authority may require, at such frequency and in such manner and in such form as it may prescribe in the Rules, an Authorised Market Institution to provide the Regulatory Authority with a report or reports relating to the conduct of or the performance of the regulatory functions of an Authorised Market Institution, including but not limited to a report or reports addressing:
(a) ongoing compliance of the Authorised Market Institution with the terms of its Licence;
(b) complaints received and dealt with and disciplinary matters arising and dealt with;
(c) adequacy and performance of systems and controls; or
(d) financial matters concerning the operation of the Authorised Market Institution.
(3) The Person appointed to make a report required by Article 74(1) or (2) must be a Person nominated or approved by the Regulatory Authority.
(4) Where a requirement has been made of an Authorised Firm or Authorised Market Institution under this Article, it must take all reasonable steps to ensure that any Person who is providing or has provided services to the Authorised Firm or Authorised Market Institution shall provide all such assistance as the appointed Person may reasonably require.
(5) Information given or a document produced as a result of the exercise by the Regulatory Authority of powers under Article 74 is admissible in evidence in administrative and civil proceedings, provided that any such information or document also complies with any requirements relating to the admissibility of, evidence in such proceedings.

75. Imposing Restrictions on Business

Subject to Article 77, the Regulatory Authority may by written notice:

(a) prohibit an Authorised Firm or Authorised Market Institution from:
(i) entering into certain specified transactions or types of transaction;
(ii) soliciting business from certain specified persons or types of person; and/or
(iii) carrying on business in a specified manner or other than in a specified manner; and/or
(b) require an Authorised Firm or Authorised Market Institution to carry on business in, and only in, a specified manner.

76. Restriction on Dealing with Property

(1) In Article 76:
(a) "dealing" in relation to Property includes the maintaining, holding, disposing and transferring of property; and
(b) "relevant property", in relation to an Authorised Firm or Authorised Market Institution, means:
(i) any Property held by the Person, acting within the capacity for which it holds a Licence, on behalf of any of the Clients of the Person, or held by any other Person on behalf of or to the order of the Person acting within such capacity; and/or
(ii) any other Property which the Regulatory Authority reasonably believes to be owned or controlled by the Person.
(2) Subject to Article 77, the Regulatory Authority may by written notice:
(a) prohibit an Authorised Firm or Authorised Market Institution from:
(i) dealing with any relevant Property in a specified manner or other than in a specified manner; and/or
(ii) assisting, counselling or procuring another Person to deal with any relevant Property in a specified manner or other than in a specified manner;
(b) require an Authorised Firm or Authorised Market Institution to deal with any relevant Property in a specified manner.
(c) require an Authorised Firm or Authorised Market Institution to deal with any relevant Property such that:
(i) the Property remains of the value and of the description that appear to the Regulatory Authority to be desirable with a view to ensuring that the Person will be able to meet its liabilities in relation to the business which constitutes a Licensed Service for which it holds a Licence; and
(ii) the Person is able at any time freely to transfer or dispose or otherwise deal with of the Property when instructed to do so by the Regulatory Authority.
(3) The Regulatory Authority may in any requirement imposed under Article 76(2) direct that, for the purposes of such requirement, Property of a specified description shall or shall not be taken into account.

77. Imposition of a prohibition or requirement

(1) The Regulatory Authority may impose a prohibition or requirement under Article 75 or 76 in the circumstances prescribed in the Rules.
(2) Where a prohibition or requirement imposed under Article 75 or 76 is in force, the Regulatory Authority may by written notice to the Person on whom the prohibition or requirement is imposed:
(a) withdraw the prohibition or requirement; or
(b) substitute another prohibition or requirement for, or vary, the prohibition or requirement.
(3) Articles 75 and 76 and the imposition, withdrawal, substitution or variation of a prohibition or requirement under such Articles do not operate so as to render an agreement unenforceable by a party to the agreement if he proves that in entering into the agreement he acted in good faith and was unaware of any notice given, served or published in relation to such imposition, withdrawal, substitution or variation.
(4) The withdrawal of a Licence under Chapter 4 of Part 3 of the Law does not affect the validity of a current prohibition or requirement made under Articles 75 or 76.

Chapter 2 The Conduct of Investigation

78. Power of the Regulatory Authority to conduct an investigation

(1) The Regulatory Authority may conduct such investigation as the Chief Executive thinks expedient under Chapter 2 of Part 5 where he has reason to suspect that a contravention of the Law or of the Rules or of any other legislation administered by the Regulatory Authority is being or may have been committed.
(2)A Person is entitled to legal representation during the course of an investigation.

79. Costs of an Investigation

(1) Subject to Article 79(2), the Regulatory Authority shall pay the costs and expenses of an investigation.
(2) Where, as a result of an investigation under Chapter 2 of Part 5, a Person is found in the Disciplinary Tribunal or in any Court of law exercising civil or criminal jurisdiction to have contravened a provision of the Law or of the Rules or of any other legislation administered by the Regulatory Authority, the Disciplinary Tribunal or the Court may order, on application brought by the Regulatory Authority, that the Person pay or reimburse the Regulatory Authority in respect of the whole, or a specified part of, the costs and expenses of the investigation, including the Remuneration of any officer involved in the investigation.
(3) The Regulatory Authority may apply to the Court for recovery as a debt due so much of the amount payable under an order made under Article 79(2) as is not paid in accordance with the order.

80. Powers to Obtain Information for Investigation

(1) Where the Regulatory Authority considers that a Person is or may be able to give information or produce a document which is or may be relevant to an investigation, it may:
(a) enter the business premises of such Person during normal business hours for the purpose of inspecting and copying information or documents stored in any form on such premises;
(b) require such Person to give, or procure the giving of, specified information in such form as it may reasonably require;
(c) require such Person to produce, or procure the production of, specified documents;
(d) require such Person to attend before it at a specified time and place to answer questions, including 'under oath or affirmation administered by an officer of the Regulatory Authority that the statements that the Person will make will be true; and
(e) require such Person to give it any assistance in relation to the investigation which the Person is able to give.
(2) A requirement made under Article 80(1) shall be stated in writing in a notice delivered to the relevant Person.
(3) The Regulatory Authority may require the relevant Person to give such information or produce such documents by the end of a reasonable period and at a place specified in the notice.
(4) Subject to Article 80(5), information given or documents produced as a result of the exercise by the Regulatory Authority of powers under Article 80 is admissible in evidence in administrative and civil proceedings, provided that any such information or document also complies with any requirements relating to the admissibility of evidence in such proceedings.
(5) A statement made by a Person in answer to any question asked pursuant to a requirement made of the Person under Article 80(1)(d) is not admissible in evidence against the Person in any criminal proceedings other than any proceedings in respect of the falsity of the statement made.

Chapter 3 Compliance With Requirements of the Regulatory Authority

81. Liabilities for Provision of Information or Documents to the Regulatory Authority

Without limiting the generality of any provision of Articles 67 and 68, a Person is neither liable to a proceeding, nor subject to a liability, merely because the Person has complied, or proposes to comply, with a requirement made, or purporting to have been made, under any provision of this Part for inspection of, copying of, giving of or production of, information or documents.

82. Self-Incrimination and Privileges

(1) Subject to Article 82(2), it is not a reasonable excuse for a Person to refuse or fail to:
(a) permit inspection and copying of any information or document;
(b) give or produce, or procure the giving or production of, any information or document; or
(c) answer questions;
pursuant to any requirement under Articles 73, 74 or 80 on the grounds that any such information or document or answer, as the case may be:
(d) might tend to incriminate the Person or make the Person liable to a penalty;
(e) is, or contains, or might reveal a Privileged Communication; or
(f) is, or contains, or might reveal a communication made in confidence.
(2) Where the Regulatory Authority requires a lawyer to give information or to produce a document or to answer a question, and the giving of the information or the production of the document or the answer to the question would involve disclosing a Privileged Communication made by, on behalf of, or to, the lawyer in his capacity as a lawyer, the lawyer is entitled to refuse to comply with the requirement unless:
(a) where the Person to whom, or by, or on behalf of whom, the communication was made is a Body Corporate that is under official management or is being wound up, the official manager or liquidator of the body as the case may be consents to the lawyer complying with the requirement; or
(b) otherwise, the Person to whom, or by, or on behalf of whom, the communication was made consents to the lawyer complying with the requirement.
(3) Where a lawyer so refuses to comply with a requirement, he shall, as soon as practicable, give to the Regulatory Authority a written notice setting out:
(a) where the lawyer knows the name and address of the Person to whom, or by whom, or on behalf of whom, the communication was made, then that name and address; and
(b) where the requirement to give information or produce a document relates to a communication which was made in writing, then sufficient particulars to identify the document containing the communication.

83. Obstruction of the Regulatory Authority

A Person shall not without reasonable excuse engage in conduct, including without limitation the:

(a) destruction of documents;
(b) failure to give or produce information or documents specified by the Regulatory Authority;
(c) failure to attend before the Regulatory Authority at a specified time and place to answer questions;
(d) giving of information that is false or misleading; and
(e) failure to give any assistance in relation to an investigation which the Person is able to give;
that is intended to obstruct the Regulatory Authority in the exercise of any powers under Chapters 1 and 2 of Part 5.

84. Enforcement of Compliance by Injunction or Search Warrant

(1) A requirement imposed on a Person as a result of the exercise by the Regulatory Authority of powers under Articles 73, 74 or 80 may be enforceable by injunction on the application of the Regulatory Authority to the Court.
(2) Where the Regulatory Authority has reasonable grounds to suspect that there are, or may be within the next 3 days, on particular premises, information or documents which were required to be given or produced to the Regulatory Authority as a result of the exercise of powers under Article 73 or Article 80 and that have not been given or produced in compliance with any such requirement, the Regulatory Authority may, in addition to or as an alternative to seeking an injunction under Article 84(1), lay before the Court an information on oath setting out those grounds and apply for the issue of a warrant to search the premises for that information or those documents.
(3) On considering such application and information on oath referred to in Article 84(2), the Court may issue a warrant authorising a named Dubai Police Officer, together with any other Person so named in the warrant whether of the Regulatory Authority or otherwise, with such assistance and by such force as is necessary and reasonable, to enter into the premises, to search the premises, to break open and search anything (whether a fixture or not) in or on the premises, and to take possession of or secure information or documents that appear to be any or all of the information or documents not given or produced pursuant to the requirement of the Regulatory Authority.
(4) A warrant issued 'under Article 84(3) must specify the premises and information or documents referred to in Article 84(2), and State whether entry is authorised to be made at any time of the day or night or only during specified hours, and State that the warrant ceases to have effect on a specified day that is not more than 7 days after the date of the issue of the warrant.

Part 6: Contraventions and Fines

85. General Contravention Provision

(1) A Person who:
(a) does an act or thing that the Person is prohibited from doing by or under the Law or Rules or any other legislation administered by the Regulatory Authority;
(b) does not do an act or thing that the Person is required or directed to do by or under such Law, Rules or other legislation;
(c) otherwise contravenes a provision of such Law, Rules or other legislation;
commits a contravention of such Law, Rules or other legislation, as the case may be, by virtue of Article 85 unless another provision of such Law, Rules or other legislation provides that the Person commits, or does not commit, a contravention.
(2) In Article 85, 'person' does not include the Regulatory Authority or DIFC Chairman.

86. Involvement in contraventions

(1) If a Person is knowingly concerned in a contravention of the Law or Rules or other legislation administered by the Regulatory Authority committed by another Person, the aforementioned Person as well as the other Person commits a contravention and is liable to be proceeded against and dealt with accordingly.
(2) If an officer of a Body Corporate is knowingly concerned in a contravention of the Law or Rules or other legislation administered by the Regulatory Authority committed by a Body Corporate, the officer as well as the Body Corporate commits a contravention and is liable to be proceeded against and dealt with accordingly.
(3) If the affairs of a Body Corporate are managed by its Members, Article 86(2) applies in relation to the acts and defaults of a Member in connection with his functions of management as if he were a Director of the Body Corporate.
(4) If a Partner (or a Person purporting to act as a partner) is knowingly concerned in a contravention of the Law or Rules or other legislation administered by the Regulatory Authority committed by a Partnership or by all or some of its constituent partners, he as well as the Partnership or its constituent partners as the case may be commits a contravention and is liable to be proceeded against and dealt with accordingly.
(5) If an officer of an unincorporated association (other than a partnership) or a Member of its Governing Body is knowingly concerned in a contravention of the Law or Rules or other legislation administered by the Regulatory Authority committed by the association, that officer or Member as well as the association commits a contravention and is liable to be proceeded against and dealt with accordingly.
(6) For the purposes of Article 86, "officer" means a Director, Member of a committee of management, chief executive, manager, secretary or other similar officer of the Body Corporate or association, or a Person purporting to act in such capacity, and an individual who is a Controller of the body.
(7) For the purposes of Article 86, a Person is 'knowingly concerned' in a contravention if, and only if, the Person
(a) has aided, abetted, counselled or procured the contravention;
(b) has induced, whether by threats or promises or otherwise, the contravention;
(c) has in any way, by act or omission, directly or indirectly, been knowingly involved in or been party to, the contravention; or
(d) has conspired with another or others to effect the contravention.
(8) In Article 86, 'person' does not include the Regulatory Authority or DIFC Chairman.

87. Fines

(1) A fine in relation to a contravention is to be imposed by the Disciplinary Tribunal, except where the Regulatory Authority may impose a fine under Article 90.
(2) Subject to Article 87(3) and Article 90(1), the Law sets no limit on a fine that may be imposed in relation to a contravention.
(3) The DIFC Chairman may by amendment to the Law set or revise a maximum amount of fine applicable in respect of a contravention.
(4) Any fine that is imposed on a Person by the Disciplinary Tribunal or by the Chief Executive is payable to the Regulatory Authority within:
(a) the time period ordered or directed for payment; or
(b) otherwise, within 30 days of the date of imposition of the fine;
unless the Person takes such action as may be prescribed in the Law or Rules to remove his liability to pay the fine.
(5) The Regulatory Authority may apply to the Court for recovery as a debt due so much of a fine as is not paid in accordance with Article 87(4).
(6) Where:
(a) a fine is payable by a company;
(b) the fine, or total of any fines imposed at any given time, exceeds $[amount];
(c) the fine or fines as referred to in Article 87(6)(b) is or are not paid, in total or in part, in accordance with Article 87(4); and
(d) the Regulatory Authority has complied with any requirement for the provision of prior notice of intended application to the Court as may be prescribed in the Rules;
the Regulatory Authority may, in addition to or as an alternative to an application under Article 87(5), apply to the Court for an order for the winding up of the company.
(6) The Regulatory Authority may make Rules in connection with the payment and recovery of fines under this Article.
(7) Nothing in Article 87 affects the powers that the Regulatory Authority may have apart from this Article.

Part 7: Enforcement

88. Appointment of Managers

(1) The Regulatory Authority may by written notice require an Authorised Firm or Authorised Market Institution to appoint one or more individuals to act as managers of the business of the Person on such terms as the Regulatory Authority may stipulate in its written notice. Such terms may be varied from time to time by notice in writing given by the Regulatory Authority to the Person.
(2) The individual or individuals appointed to act as managers of the business under Article 88(1) must be nominated or approved by the Regulatory Authority.
(3) The Regulatory Authority may impose a requirement under Article 88(1) in the circumstances prescribed in the Rules.

89. Enforceable Undertakings

(1) The Regulatory Authority may accept a written Undertaking given by a Person which the Regulatory Authority considers necessary or desirable in the pursuit of its objectives.
(2) The Person may withdraw or vary the Undertaking at any time, but only with the consent of the Regulatory Authority.
(3) If the Regulatory Authority considers that the Person who gave the Undertaking has been in breach of any of its terms, it may apply to the Court for an order under Article 89(4).
(4) If the Court is satisfied that the Person has been in breach of a term of the Undertaking, the Court may make all or any of the following orders:
(a) an order directing the Person to comply with that term of the undertaking;
(b) an order directing the Person to pay to any Person or to the Regulatory Authority an amount up to the amount of any financial benefit that the Person has obtained directly or indirectly and that is reasonably attributable to the breach;
(c) any order that the Court considers appropriate directing the Person to compensate any other Person who has suffered loss or damage as a result of the breach; or
(d) any other order that the Court considers appropriate.

90. Administrative Notice of Imposition of Fine

(1) The Regulatory Authority shall prescribe in Rules:
(a) which of the provisions of the Law or Rules or other legislation administered by the Regulatory Authority apply to this Article; and
(b) procedures in relation to the imposition and recovery of fines under this Article.
(2) Where the Regulatory Authority considers that a Person has contravened a provision of the legislation prescribed under Article 90(1)(a), it may impose by written notice given to the Person a fine, in respect of the contravention, of such amount as it considers appropriate but not exceeding:
(a) $5,000 in the case of a natural person; or
(b) $25,000 in the case of a body corporate;
in respect of each contravention.
(3) If, within the period specified in the notice:
(a) the Person pays the prescribed fine to the Regulatory Authority, then no proceedings may be commenced by the Regulatory Authority against the Person in respect of the relevant contravention;
(b) the Person has not paid the prescribed fine to the Regulatory Authority, and has taken such action as is prescribed in the Rules to object to the imposition of the fine, then proceedings may be commenced by the Regulatory Authority against the Person in respect of the relevant contravention; or
(c) the Person has not paid the prescribed fine to the Regulatory Authority, and has not taken such action as is prescribed in the Rules to object to the imposition of the fine, then the Regulatory Authority may apply to the Court for recovery as a debt due so much of a fine as is not paid.
(4) The Regulatory Authority shall make Rules prescribing procedures in relation to the imposition and recovery of fines under this Article.

91. Administrative Censures

(1) The Regulatory Authority shall prescribe in Rules:
(a) which of the provisions of the Law or Rules or other legislation administered by the Regulatory Authority apply to this Article; and
(b) procedures in relation to the imposition of a censure under this Article.
(2) Where the Regulatory Authority considers that a Person has contravened a provision of the legislation prescribed under Article 91(1)(a) the Regulatory Authority may censure the Person, including by means of publishing a written notice of censure.
(3) The Regulatory Authority may only exercise its power under Article 91(2) if:
(a) it has given the relevant Person a suitable opportunity to make representations in Person and in writing to the Regulatory Authority in relation to the proposed censure; and
(b) the Person has not taken such action as is prescribed in the Rules to object to the imposition of the censure.

92. Injunctions and Orders

(1) In this Article, "relevant requirement" in relation to an application by the Regulatory Authority, means a requirement, duty or obligation which is imposed by or under the Law or Rules or other legislation administered by the Regulatory Authority.
(2) Where a Person has engaged, is engaging or is proposing to engage in conduct that constituted, constitutes or would constitute a contravention of a relevant requirement, the Regulatory Authority may apply to the Court for one or more of the following orders:
(a) an order restraining the Person from engaging in the conduct;
(b) an order requiring that Person to do any act or thing including, but not limited to, acts or things to remedy the contravention or to minimise loss or damage; or
(c) where profits have accrued to a Person as a result of the contravention or where one or more persons have suffered loss or damage or been adversely affected as a result of the contravention, an order that the Person pay to the Regulatory Authority or any other Person such amount of compensation, damages or restitution as appears to the Court to be just.
(3) Where:
(a) the Regulatory Authority is conducting or has conducted an investigation into the acts or omissions of a Person (the 'relevant person') which may contravene or which may have contravened a relevant requirement; or
(b) a civil or regulatory proceeding has been instituted, by the Regulatory Authority or otherwise, against a relevant Person in relation to an alleged contravention of a relevant requirement,
the Regulatory Authority may apply to the Court for one or more of the following orders:
(c) an order restraining the relevant Person from paying, transferring, disposing of, or otherwise dealing with, any assets of his which he is reasonably likely to dispose of or otherwise deal with;
(d) an order restraining any other Person holding assets on behalf of the relevant Person from paying, transferring, disposing of, or otherwise dealing with, any assets of the relevant Person which are reasonably likely to be disposed of or otherwise dealt with;
(e) an order prohibiting the relevant Person or any other Person from taking or sending out of the jurisdiction of the Court or out of the United Arab Emirates any assets of the relevant Person or held on his behalf;
(f) in the event that the relevant Person is a natural Person, an order appointing a receiver or trustee, having such powers as the Court may see fit, of the Property or any of the Property of the relevant person;
(g) in the event that the relevant Person is a Body Corporate, an order appointing a receiver or receiver and manager, having such powers as the Court may see fit, of the Property or any of the Property of the relevant person;
(h) in the event that the relevant Person is a natural Person, an order requiring him to deliver up to the Court his passport and such other documents as the Court sees fit; or
(i) in the event that the relevant Person is a natural Person, an order prohibiting him from leaving the jurisdiction of the Court or of the United Arab Emirates without the consent of the Court.
(4) Nothing in Article 92 affects the powers that any Person or the Court may have apart from this Article.

93. Compulsory Winding up

Where it appears to the Regulatory Authority that it is in the interests of the DIFC that a company which is or has been:

(a) an Authorised Firm or Authorised Market Institution; or
(b) carrying on Financial Services in breach of the Financial Services Prohibition;
should be wound up, it may apply to the Court for the winding up of such company in accordance with the Insolvency Law of the DIFC.

94. Civil Proceedings

(1) Where a person:
(a) intentionally, recklessly or negligently commits a breach of duty requirement, prohibition, obligation or responsibility imposed under the Law or Rules or other legislation administered by the Regulatory Authority; or
(b) commits fraud or other dishonest conduct in connection with a matter arising under such Law, Rules or legislation;
the Person is liable to compensate any other Person for any loss or damage caused to that other Person as a result of such conduct, and otherwise is liable to restore such other Person to the position they were in prior to such conduct.
(2) Where a Person suffers loss or damage caused as a result of conduct described in Article 94(1), he may institute proceedings in the Court for the recovery of damages or for compensation or for the recovery of Property or for any other order as the Court sees fit, except where such liability is excluded under the Law or Rules or other legislation administered by the Regulatory Authority.
(3) Nothing in Article 94 affects the powers that any Person or the Court may have apart from this Article.

95. Power of Regulatory Authority to Intervene in any Proceedings

(1) The Regulatory Authority may intervene in any proceedings in the Court where it considers such intervention appropriate to meet the regulatory objectives of the Regulatory Authority.
(2) Where the Regulatory Authority so intervenes, it shall be taken to be a party to the proceeding and, subject to the Law, has all the rights, duties and liabilities of such a party.

96. Effect of Provisions

For the avoidance of doubt, nothing in any Article in Part 7 limits the generality of any other Article in Part 7, or the generality of any other provision in the Law or Rules or other legislation administered by the Regulatory Authority, which may provide for administrative remedies or the commencement of proceedings in the Court.

Part 8: Miscellaneous

97. Irregularities

(1) In this Article:
(a) "procedure" is a reference to any procedure including but not limited to the making of a decision, the conduct of a hearing, the giving of a notice, and any proceeding whether a legal proceeding or not; and
(b) "procedural irregularity" includes a reference to a defect, irregularity or deficiency of notice or time.
(2) A procedure under the Law or the Rules or any other legislation administered by the Regulatory Authority is not invalidated because of any procedural irregularity unless the Court declares the procedure to be invalid.
(3) A Person may apply to the Court for an order:
(a) declaring that:
(i) any act or thing purporting to have been done; or
(ii) any procedure purporting to have been commenced or undertaken,
under the Law or the Rules or any other legislation administered by the Regulatory Authority is not invalid by reason of any contravention of a provision of such Law, Rules or other legislation; or
(b) extending or abridging the period for doing any act, matter or thing or commencing or Undertaking any procedure under the Law or the Rules or any other legislation administered by the Regulatory Authority;
where any such act or thing, or procedure, is essentially of a procedural nature.

98. Filing of Material with the Regulatory Authority

The Regulatory Authority may by means of Rules:

(a) require the filing of certain material with the Regulatory Authority, including without limitation in relation to applications for Licences, authorisations and registration;
(b) prescribe the manner in which such material shall be filed;
(c) prescribe which material, or parts of the material, shall be made available for viewing by the public during the normal business hours of the Regulatory Authority;
(d) permit or require the use of an electronic or computer-based system for the filing, delivery or Deposit of, documents or information required under or governed by the Law and Rules or other legislation administered by the Regulatory Authority, and any ancillary documents; and
(e) prescribe the circumstances in which persons or companies shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose under the Law.

99. Publication by the Regulatory Authority

(1) The Regulatory Authority shall make available to the public without undue delay after their making or issuing:
(a) Rules made by the Council;
(b) Guidance in the form of.;
(i) Guidance made and issued by the Chief Executive under the Law; and
(ii) a standard or code of practice issued by the Council which has not been incorporated into the Rules.
(2) The Regulatory Authority may publish in such form and manner as it regards appropriate information and statements relating to decisions of the Regulatory Authority and of the Court, censures, and any other matters which the Regulatory Authority considers relevant to the conduct of affairs in the DIFC.
(3) Publications made under this Article may be provided with or without Charge as the Council may determine.

100. Language

The Regulatory Authority may require communication to which it is a party to be conducted in the English language.