Home   Browse contents   View updates   Search  
     Quick search
Go
   

BackText onlyPrint

You need the Flash plugin.

Download Macromedia Flash Player



  • Laws

    • Collective Investment Law

      Consolidated Version of the

      Collective Investment Law 2010
      DIFC Law No. 2 of 2010

      which was enacted and came into force on 11 July 2010
      and was subsequently amended by :

      DIFC Laws Amendment Law,
      DIFC Law No.7 of 2012,
      on 23 December 2012 and
      DIFC Laws Amendment Law,
      DIFC Law No.1 of 2014,
      on 21 August 2014.

      • Part 1: General

        • 1. Title and Repeal

          (a) This Collective Investment Law 2010 repeals and replaces the Collective Investment Law 2006 ("the Previous Law") and may be cited as the "Collective Investment Law 2010" ("this Law").
          (b) Except where otherwise provided in the Rules, anything done or omitted to be done pursuant to or for the purposes of the Previous Law is deemed to be done or omitted to be done pursuant to or for the purposes this Law.
          (c) Without limiting the generality of Article 1(b), such repeal shall not affect:
          (i) any right, privilege, remedy, obligation or liability accrued to or incurred by any person; or
          (ii) any investigation or legal or administrative proceeding commenced or to be commenced in respect of any right, remedy, privilege, obligation or liability,
          under the Previous Law and, any such investigation or legal or administrative proceeding may be instituted, continued or enforced, including any penalty, fine or forfeiture, under this Law.
          (d) The DFSA may, by Rules, prescribe any transitional or saving provisions as are necessary or deemed necessary to give effect to, or to facilitate, the transition from the Collective Investment Law 2006 to this Law.

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Application of the Law

          This Law applies in the jurisdiction of the Dubai International Financial Centre.

        • 4. Date of Enactment and Commencement

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 5. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

        • 6. Interpretation

          The Schedule contains interpretative provisions and a list of defined terms used in this Law.

        • 7. Administration of the Law

          This Law and any legislation made for the purposes of this Law is administered by the DFSA.

        • 8. General Power to make Rules

          (1) The DFSA Board of Directors may, and where required under this Law shall, make Rules for the purposes of this Law pursuant to the power conferred under Article 23 of the Regulatory Law 2004.
          (2) Where any legislation made under this Law purports to be made in the exercise of a particular power or powers, it shall be taken also to be made in the exercise of all powers under which it may be made.

        • 9. Consultation

          The DFSA shall publish draft Rules in the manner prescribed under Article 24 of the Regulatory Law 2004.

        • 10. Waivers and Modifications of the Rules

          The DFSA may, by written notice, provide that one or more provisions of the Rules either:

          (a) shall not apply in relation to a person; or
          (b) shall apply to a person with such modifications as are set out in the written notice;

          as provided for in Article 25 of the Regulatory Law 2004.

      • Part 2: Definitions

        • Chapter 1: Collective Investment Funds

          • 11. Arrangements Constituting a Collective Investment Fund

            (1) A Collective Investment Fund ("Fund") is, subject to Article 12, any arrangements with respect to property of any description, including money, where:
            (a) the purpose or effect of the arrangements is to enable persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income arising from the acquisition, holding, management or disposal of the property or sums paid out of such profits or income;
            (b) the arrangements must be such that the persons who are to participate ("Unitholders") in the arrangements do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions; and
            (c) the arrangements have either or both of the following characteristics:
            (i) the contributions of the Unitholders and the profits or income out of which payments are to be made to them are pooled; or
            (ii) the property is managed as a whole by or on behalf of the Fund Manager.
            (2) If the arrangements provide for such pooling as is mentioned in Article 11(1)(c)(i) in relation to separate parts of the property, the arrangement is not to be regarded as constituting a single Fund unless the Unitholders are entitled to exchange rights in one part for rights in another.

          • 12. Arrangements not Constituting a Collective Investment Fund

            The DFSA may, by Rules, specify when arrangements or types of arrangements that meet the definition of a Fund in Article 11(1) do not constitute a Fund.

        • Chapter 2: Types of Funds and Relevant Criteria

          • 13. Domestic and Foreign Funds

            (1) A Fund is either a Domestic Fund or a Foreign Fund.
            (2) A Fund is a Domestic Fund if it is either:
            (a) established or domiciled in the DIFC; or
            (b) an External Fund as defined in Article 14(1).
            (3) A Fund that does not meet the Domestic Fund criteria in Article 13(2) is a Foreign Fund.

          • 14. An External Fund

            (1) An External Domestic Fund is a Fund which is:
            (a) established or domiciled in a jurisdiction other than the DIFC; and
            (b) managed by a Fund Manager which is an Authorised Firm.
            (2) The requirements relating to Domestic Funds do not apply to an External Fund except to the extent otherwise provided in this Law or the Rules.

          • 15. Types of Domestic Funds

            (1) A Domestic Fund shall be one of the following types of Fund:
            (a) a Public Fund;
            (b) an Exempt Fund; or
            (c) a Qualified Investor Fund.
            (2) The DFSA may treat any type of Domestic Fund referred to in Article 15(1) as a specialist class of a Domestic Fund pursuant to Article 17.

          • 16. Domestic Fund Criteria

            (1) A Domestic Fund shall be constituted as a Public Fund if:
            (a) it has, or intends to have, more than 100 Unitholders;
            (b) some or all of its Units are offered to investors by way of a public offer; or
            (c) its Unitholders include Retail Clients.
            (2) A Domestic Fund may be constituted either as an Exempt Fund or as a Qualified Investor Fund but only if that Fund satisfies all of the conditions in Article 16(4) or (5) as applicable.
            (3) Deleted
            (4) A Domestic Fund is an Exempt Fund, subject only to Article 16(6), if:
            (a) it has 100 or fewer Unitholders;
            (b) its Units are offered to persons only by way of a Private Placement;
            (c) all its Unitholders are persons who meet the criteria to be classified as Professional Clients; and
            (d) the initial subscription to be paid by a person to become a Unitholder is at least US$50,000,

            and it does not satisfy the conditions in Article 16(5) to be a Qualified Investor Fund.
            (5) A Domestic Fund is a Qualified Investor Fund, subject only to Article 16(6), if:
            (a) it has 50 or fewer Unitholders;
            (b) its Units are offered to persons only by way of a Private Placement;
            (c) all its Unitholders are persons who meet the criteria to be classified as Professional Clients; and
            (d) the initial subscription to be paid by a person to become a Unitholder is at least US$500,000.
            (6) A Domestic Fund does not cease to be an Exempt Fund or a Qualified Investor Fund under Article 16(4) or (5) merely because one or more Units in that Fund is registered in the name of a person who does not meet the criteria to be a Unitholder of that particular type of Fund as a result of:
            (a) inheritance from a registered Unitholder of the Fund; or
            (b) any legal action brought for or against a registered Unitholder.
            (7) The DFSA shall, by Rules, prescribe:
            (a) the relevant criteria for a person to be classified as a Retail Client or a Professional Client; and
            (b) any other requirements or matters which the DFSA considers necessary to give effect to the requirements or intent of the provisions in this chapter.

          • 17. Specialist Classes of Domestic Funds

            (1) The DFSA may, by Rules, prescribe the circumstances in which any type of a Domestic Fund is to be treated as a specialist class of a Domestic Fund.
            (2) Without limiting the generality of Article 17(1), the DFSA may, by Rules, prescribe:
            (a) the circumstances in which a Domestic Fund will be treated as an Islamic Fund;
            (b) the requirements applicable to such a Fund, including the appointment where appropriate of a Shari'a Supervisory Board; and
            (c) any requirements relating to a Shari'a Supervisory Board appointed to an Islamic Fund such as its formation, membership, conduct and operation.

          • 18. Additional Matters

            (1) The DFSA may, by Rules, apply additional criteria, requirements or conditions to:
            (a) a particular type of a Domestic Fund;
            (b) a specialist class of a Domestic Fund; or
            (c) a Foreign Fund.
            (2) Without limiting the generality of Article 18(1), the additional criteria, requirements or conditions relating to a Fund that the DFSA may specify include:
            (a) the type of legal structure or arrangement that must be used by a specialist class of Funds;
            (b) whether or not a Fund must be an open-ended or closed-ended Fund, or a listed or unlisted Fund; and
            (c) any criteria, requirements or conditions that apply to any person carrying on any function relating to a Fund and whether or not that person does so under a delegation or outsourcing arrangement entered into with the Fund Manager or if applicable the Trustee of the Fund.

          • 19. Definition of an Offer of Units

            (1) An "Offer" of a Unit of a Fund constitutes any one or more of the activities specified in Article 19(2) and such activities may also be referred to as "marketing" of Units of Funds.
            (2) A person is to be regarded as making an Offer of a Unit if he:
            (a) makes an offer to another person which, if accepted, would give rise to a contract for the issue or sale of Units by him or by another person with whom he has made arrangements for the issue or sale of the Units; or
            (b) invites another person to make an offer which, if accepted by him, would give rise to a contract for the issue or sale of Units by him or by another person with whom he has made arrangements for the issue or sale of the Units,
            whether or not the offer or invitation referred to in Article 19(2)(a) or (b) is made by way of a financial promotion of the Units.
            (3) For the purposes of Article 19(2), a "financial promotion" includes an advertisement or any other form of promotion, marketing or inducement inviting a person to:
            (a) enter into an agreement;
            (b) offer to enter into an agreement; or
            (c) exercise any rights conferred by a Unit
            to acquire, dispose of, underwrite or convert a Unit.
            (4) In Article 19(3), the financial promotion may be communicated in any manner including, but not limited to, the following:
            (a) orally;
            (b) electronically; or
            (c) in writing.
            (5) For the purposes of Article 19(2) and (3), where a Fund Manager of a Listed Fund discloses information in accordance with the requirements of the Markets Law 2012 or the Rules made for the purposes of that law, disclosure of such information is not a financial promotion provided the disclosure of the information does not:
            (a) include an express invitation or offer; or
            (b) expressly encourage a person;
            to engage in any of the activities specified in Article 19(2) (a) or (b).

      • Part 3: Roles and Functions of the Fund Manager and Trustee

        • Chapter 1: General prohibitions

          • 20. Fund Manager

            (1) A person shall not manage a Domestic Fund unless:
            (a) that person is:
            (i) a body corporate; and
            (ii) an Authorised Firm whose Licence authorises it to act as the Fund Manager of the particular type or specialist class of the Fund;
            or
            (b) the person is an External Fund Manager.
            (2) For the purposes of this Law, any other DFSA administered law and any rules made for the purposes of those laws, the person who "manages" a Fund, subject to Article 20(3), is the person who:
            (a) is legally accountable to the Unitholders in the Fund for the management of the Fund, including the property held for or within the Fund ("Fund Property"); and
            (b) establishes, manages or otherwise operates or winds up the Fund.
            (3) The DFSA may, by Rules, prescribe when a person who engages in any of the activities specified in Article 20(2) is not managing a Fund.
            (4) A person referred to in Article 20(1)(a) or (b) is a "Fund Manager" and a reference to a "Fund Manager" in this Law or in any other DIFC Law or any legislation made for the purposes of such laws includes both persons, unless otherwise provided.
            (5) A person is an External Fund Manager if that person:
            (a) is a body corporate;
            (b) manages a Domestic Fund:
            (i) which is not an External Fund; and
            (ii) which is excluded from the Financial Services Prohibition under Article 41(9) of the Regulatory Law 2004; and
            (c) manages the Fund in (b):
            (i) from a place of business in a Recognised Jurisdiction or a jurisdiction otherwise acceptable to the DFSA; and
            (iii) in accordance with any additional requirements prescribed by the DFSA for the purposes of this Article.

          • 21. Trustee

            (1) A person shall not act as a Trustee of a Domestic Fund which is an Investment Trust unless that person is either:
            (a) a body corporate which is an Authorised Firm with a Licence authorising it to act as a Trustee or to Provide Custody; or
            (b) a person regulated and supervised by a Financial Services Regulator in a Recognised Jurisdiction with respect to its custody or depository services.
            (2) A person does not breach the prohibition in Article 21(1) where that person acts under a sub-custody arrangement entered into between that person and a person referred to in Article 21(1)(a) or (b).

        • Chapter 2: Duties and Functions

          • 22. Fund Manager's General Duties and Functions

            (1) A Fund Manager of a Domestic Fund shall:
            (a) manage the Fund including the Fund Property in accordance with the Fund's Constitution and its most recent Prospectus;
            (b) perform the functions conferred on it by the Fund's Constitution and by or under this Law;
            (c) comply with any conditions or restrictions imposed by the DFSA including those on its Licence or in respect of the Fund; and
            (d) comply with any requirements or limitations imposed under this Law or Rules made for the purposes of this Law including any limits relating to financial interests it or any of its associates may hold in a Fund, for which it acts as the appointed Fund Manager.
            (2) In exercising its powers and carrying out its duties, a Fund Manager shall:
            (a) act honestly;
            (b) exercise the degree of care and diligence that a reasonable person would exercise if he were in the Fund Manager's position;
            (c) act in the best interests of the Unitholders and, if there is a conflict between the Unitholders' interests and its own interests, give priority to the Unitholders' interests;
            (d) treat the Unitholders who hold interests of the same class equally and Unitholders who hold interests of different classes fairly;
            (e) not improperly make use of information acquired through being the Fund Manager in order to:
            (i) gain an advantage for itself or another person; or
            (ii) cause detriment to the Unitholders in the Fund;
            (f) ensure that Fund Property is:
            (i) clearly identified as Fund Property; and
            (ii) held separately from the property of the Fund Manager and the property of any other Fund it manages;
            (g) report to the DFSA any breach of this Law or relevant provisions of any other law administered by the DFSA, or of any Rules made under those laws, that:
            (i) relates to the Fund; and
            (ii) has had, or is likely to have, a materially adverse effect on the interests of Unitholders;
            as soon as practicable after it becomes aware of the breach;
            (h) in the case of a Fund Manager referred to in Article 20(1)(b), report to the DFSA any breach of any other laws or requirements that apply to that Fund Manager in its home jurisdiction, that:
            (i) relates to the Fund; and
            (iii) has had, or is likely to have, a materially adverse effect on the interests of Unitholders;
            as soon as practicable after it becomes aware of the breach;
            (i) comply with any other duty or obligation as may be prescribed by or under this Law or any other legislation administered by the DFSA; and
            (j) carry out or comply with any other duty, not inconsistent with any DIFC Law, that is conferred on the Fund Manager by the Fund's Constitution.
            (3) Every officer, employee or agent of the Fund Manager shall:
            (a) not make improper use of information acquired through being such an officer, employee or agent of the Fund Manager in order to:
            (i) gain an advantage for himself or another person; or
            (ii) cause detriment to Unitholders in the Fund;
            (b) not make improper use of his position as such an officer, employee or agent to gain, directly or indirectly, an advantage for himself or for any other person or to cause detriment to the Unitholders in the Fund;
            (c) comply with any other duty or obligation as may be prescribed by or under this Law or any other legislation administered by the DFSA; and
            (d) carry out or comply with any other duty, not inconsistent with any DIFC Law, that is conferred on him by the Fund's Constitution.
            (4) A Fund Manager shall take reasonable steps to ensure that its officers, employees and agents comply with their obligations referred to in Article 22(3).

          • 23. Trustee's Duties and Functions

            The Trustee of an Investment Trust shall carry out its functions and duties in respect of the Fund in accordance with this Law, the Investment Trust Law 2006 and any rules made for the purposes of these laws.

          • 24. General Powers Including Delegations and Outsourcing

            (1) A Fund Manager of a Domestic Fund shall have all the powers that are required or necessary for it to carry out its functions and discharge its duties as set out under the Fund's Constitution and the most recent Prospectus in accordance with this Law, any other DFSA administered law, or rules made for the purposes of those laws.
            (2) A Fund Manager may, subject to any restriction in the Domestic Fund's Constitution and subject to any Rules made for the purposes of this Article, delegate any of its activities or outsource any of its functions, to another person (a "service provider").
            (3) Where the Fund Manager delegates an activity or outsources a function, the Fund Manager remains responsible to Unitholders for any acts or omissions of the service provider as if they were the acts or omissions of the Fund Manager even where the service provider acted fraudulently or outside the scope of its authority or engagement.

        • Chapter 4: Retirement or Removal of the Fund Manager

          • 25. Retirement or Removal of a Fund Manager

            (1) A Fund Manager may voluntarily retire as the Fund Manager of a Domestic Fund only where:
            (a) a replacement Fund Manager has been appointed to the Fund in accordance with the requirements in this Law and Rules made for the purposes of this Law; or
            (b) upon an application made by the Fund Manager or Trustee of the Fund to a Court, the Court has appointed a temporary Fund Manager to the Fund.
            (2) The DFSA, a Unitholder or a Trustee of a Domestic Fund may make an application to a Court for the removal of the Fund Manager where the Fund Manager:
            (a) no longer meets the requirements of this Law or the Rules; or
            (b) engages, or has engaged in, any activities that may constitute misconduct, default or breach of any duty of the Fund Manager.
            (3) The Court may, upon application made under Article 25(2), make one or more of the following orders:
            (a) an order for the appointment of a temporary Fund Manager;
            (b) an order for the winding up of the Fund pursuant to this Law; or
            (c) any other order as the Court considers just and equitable and in the interests of the Fund and of its Unitholders.
            (4) The DFSA shall make Rules prescribing the manner and circumstances in which the Unitholders may approve the appointment of a new Fund Manager, or seek a Court order for the replacement of the existing Fund Manager or any other matter relevant or necessary to give effect to the provisions in this Article.

      • Part 4: Establishment and Operation of Domestic Funds

        • Chapter 1: Requirements Applicable to All Domestic Funds

          • 26. Permitted Form of a Domestic Fund

            (1) Every Domestic Fund shall be one of the following:
            (a) an Investment Company;
            (b) an Investment Partnership; or
            (c) an Investment Trust.
            (2) In Article 26(1)(a), an Investment Company includes a Protected Cell Company.
            (3) The DFSA may, by Rules, prescribe:
            (i) which of the forms referred to in Article 26(1) may be used by a specialist class of Domestic Funds; and
            (ii) any additional criteria, requirements or conditions applicable to such a Fund.

          • 27. General Requirements

            (1) Every Domestic Fund shall have:
            (a) a written Constitution which complies with the Rules;
            (b) a purpose that is reasonably capable of being successfully carried into effect;
            (c) a Registered Auditor appointed in accordance with Part 8 of the Regulatory Law 2004 and any Rules made for the purposes of that Part;
            (d) if it is an Investment Trust, a Trustee appointed to the Fund in accordance with the requirements in the Investment Trust Law 2006;
            (e) if it is not an Investment Trust, an eligible person with whom the legal title to the Fund Property is registered unless otherwise provided in the Rules; and
            (f) in the case of an open-ended Fund, single pricing for the purposes of redemption and re-issue or sale of Units in the Fund where the price of a Unit is calculated by reference to the net asset value of the property of the Fund to which the Units relate and in accordance with the Rules.
            (2) Any provision in the Constitution of a Domestic Fund is void in so far as it would have the effect of exempting the Fund, the Fund Manager and if appointed, the Trustee from liability for any failure to discharge their obligations under this Law, the Regulatory Law 2004, the Law Regulating Islamic Financial Business 2004, the Investment Trust Law 2006 or any rules made for the purposes of these laws.
            (3) The DFSA shall, for the purposes of Article 27(1)(e), by Rules, prescribe the criteria that a person must meet to be considered "eligible" and such Rules may permit the Fund Manager to be considered "eligible" for the purposes of a particular type of, or a specialist class of, a Domestic Fund.
            (4) If, in the opinion of the DFSA, the name of a Fund or of a Sub-Fund of a Fund conflicts with the name of another Fund or is undesirable or misleading, it may direct the Fund Manager to change the name of the Fund or the Sub-Fund.

        • Chapter 2: Registration Requirement Applicable to Public Funds

          • 28. Registration Requirement

            (1) Every Domestic Fund which is a Public Fund shall be registered with the DFSA.
            (2) The DFSA shall register a Public Fund if the Fund meets all the requirements in the Law.
            (3) The application for the registration of a Public Fund shall be made to the DFSA by the Fund Manager or, if the Fund is an Investment Trust, jointly by the Fund Manager and the Trustee, of that Fund.
            (4) Such an application shall:
            (a) be accompanied by the Fund's Constitution and Prospectus both of which shall be in accordance with the requirements of this Law and any Rules; and
            (b) comply with any other requirements prescribed by the DFSA in relation to such Funds, including the applications.
            (5) The DFSA shall, by Rules, prescribe the requirements which an application for registration must meet before such an application can be accepted by the DFSA.

          • 29. Providing Information in Relation to the Application

            (1) The DFSA may require the Fund Manager, and if relevant the Trustee, to provide additional information reasonably required for the DFSA to be able to make a decision with regard to the application.
            (2) If, at any time between the filing of an application for registration and the grant of a registration, the Fund Manager or, if appointed, the Trustee becomes aware of any material change, error or omission reasonably likely to be relevant to the application under consideration, it shall inform the DFSA in writing of such change without delay.

          • 30. Rejection of an Application

            (1) The DFSA may refuse to grant an application for registration of a Public Fund if it is not satisfied that the requirements referred to in Article 28 have been met.
            (2) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 30(1).
            (3) If the DFSA decides to exercise its power under Article 30(1), the applicantmay refer the matter to the FMT for review.

          • 31. Granting Registration

            (1) The DFSA shall grant the registration to come into effect on a specified date.
            (2) Where the DFSA registers a Public Fund, it shall, without undue delay, inform the Fund Manager and, if relevant, the Trustee in writing of:
            (a) that decision; and
            (b) the date on which the registration shall come into effect.

          • 32. Withdrawal of Registration

            (1) The DFSA may, subject to Article 32(2), withdraw the registration of a Public Fund where one or more of the following circumstances apply:
            (a) the Fund is not operating or has been wound up;
            (b) any information provided to the DFSA by the Fund Manager or, if appointed, the Trustee, is false or misleading in a material particular or materially misleading;
            (c) the Fund Manager or, if appointed, the Trustee has contravened a requirement imposed on it by or under this Law or the Investment Trust Law 2006;
            (d) the Fund Manager or, if appointed, the Trustee or member of the Fund's Governing Body has not complied with a direction issued by the DFSA under the Law;
            (e) a person other than a member of the Fund's Governing Body, Shari'a Supervisory Board, the Trustee or a person providing oversight functions is exercising significant influence over the Fund, the Fund Manager or any member of the Fund's Governing Body;
            (f) the Fund Manager is no longer fit and proper to manage the Fund or is incapable of acting as the Fund Manager of the Fund in compliance with the Law or Rules or the terms of its Constitution;
            (g) the Trustee is no longer fit and proper to act as Trustee of the Fund or is incapable of acting as Trustee of the Fund in compliance with this Law or Rules or the terms of its Constitution and the Investment Trust Law 2006;
            (h) the Fund Manager or, if appointed, the Trustee requests the DFSA to withdraw the registration of the Fund on the grounds that the Unitholders have passed a Special Resolution approving the Fund to be deregistered;
            (i) the Fund Manager is no longer authorised under its Licence to manage the Fund; or
            (j) in the case of a an External Fund Manager, that person ceases to meet the requirements in Article 20(5).
            (2) The DFSA may withdraw the registration of a Fund under Article 32(1) only if it considers that:
            (a) the withdrawal is in the interests of the Unitholders of the Fund; or
            (b) appropriate steps have been taken or may reasonably be taken to protect the interests of the Unitholders.
            (3) Where the DFSA has withdrawn, or proposes to withdraw, a registration under this Article, it may, by written notice, direct the Fund Manager, or if appointed, the Trustee to take such steps as the DFSA considers necessary or desirable to protect the interests of Unitholders in the Fund.
            (4) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article. The DFSA shall give both the Fund Manager and the Trustee (if appointed) the opportunity to make representations under those procedures.
            (5) If the DFSA decides to exercise its power under this Article, the Fund Manager or the Trustee (if appointed) may refer the matter to the FMT for review.
            (6) The Court may order the DFSA to withdraw the registration of a Public Fund.

          • 33. Reinstatement

            (1) Where a Public Fund has been deregistered, an application for the reinstatement of the Fund may be made to the Court by:
            (a) a person aggrieved by the deregistration; or
            (b) a person who was winding up the Fund.
            (2) Upon such application, the Court may, if it is satisfied that it is just and equitable to do so:
            (a) make an order that the DFSA reinstate the registration of the Fund: and
            (b) give any directions it thinks just for putting the Fund and other persons in the same position, as far as possible, as if the Fund had not been deregistered.

        • Chapter 3: Notification Requirement Applicable to Exempt Funds and Qualified Investor Funds

          • 34. Notification Requirement

            (1) The Fund Manager of an Exempt Fund or a Qualified Investor Fund shall notify the DFSA at least 14 days prior to the initial Offer to issue Units in the Fund and in the case of a closed-ended Fund, any subsequent Offer to issue Units in the Fund.
            (2) Such a notification must be made in the manner prescribed in the Rules and include the name of the Fund and the type of Fund and any further details required under such Rules.
            (3) If a Domestic Fund can no longer meet the conditions to be an Exempt Fund or a Qualified Investor Fund under Article 16(4) or (5) as applicable, the Fund Manager of that Fund shall, as soon as practicable, either:
            (a) in the case of an Exempt Fund, register the Fund as a Public Fund under Article 28, or in the case of a Qualified Investor Fund, reconstitute the Fund as an Exempt Fund or register the Fund as a Public Fund under Article 28; or
            (b) apply for the winding up of that Fund as provided under Part 8 of this Law.

        • Chapter 4: Alterations to a Domestic Fund

          • 35. Alterations

            (1) Subject to Article 35(6):
            (a) changes to a Domestic Fund's Constitution or Prospectus in respect of investment, borrowing or gearing powers may be made; or
            (b) the Fund Manager, the Trustee, a member of the Governing Body or the auditor of a Fund may be replaced,
            if, an appropriate Special Resolution has been passed by the Unitholders at a meeting convened by the Unitholders solely for that purpose.
            (2) Any other materially significant changes not falling within Article 35(1), such as replacing a member of the Shari'a Supervisory Board or changes to the Constitution or Prospectus, which may adversely affect the Unitholders may be made in relation to a Fund if an appropriate ordinary resolution has been passed by a simple majority of the Unitholders at a meeting convened for that purpose.
            (3) If the Fund Manager and if appointed, the Trustee, consider on reasonable grounds that the change is not one that falls within Article 35(1) or (2) and will not adversely affect Unitholders' rights, such change may be made by the Fund Manager without recourse to the Unitholders other than to notify them after the change has been effected.
            (4) The DFSA may, by Rules, prescribe:
            (a) further requirements applicable for any changes to the Fund, including the changes referred to in this Article; and
            (b) exemptions from the requirements in this Article.
            (5) The Fund Manager of a Domestic Fund shall give notice in writing to the DFSA of any proposal specified in Article 35(1). Any such notice given to the DFSA shall be accompanied by a certificate signed by the Fund Manager and if appointed, the Trustee, of the Fund to the effect that the proposed change will not affect compliance with this Law or any Rules made under this law.
            (6) Effect is not to be given to any proposal notified to the DFSA under Article 35(5) unless the DFSA has, by notice in writing, given its approval to the proposal.
            (7) An approved change must not be made to the trust deed of an Investment Trust except by a deed, expressed to be supplemental to the trust deed, entered into jointly by the Fund Manager and the Trustee.

          • 36. Grant or rejection of Proposed Alteration

            (1) The DFSA may approve a proposed alteration if it is satisfied that the requirements in Article 35 have been met.
            (2) The DFSA may refuse to grant approval of a proposed alteration if it is not satisfied that the requirements in Article 35 have been met.
            (3) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 36(2). The DFSA shall give both the Fund Manager and the Trustee (if appointed) the opportunity to make representations under those procedures.
            (4) If the DFSA decides to exercise its power under Article 36(2), the Fund Manager or the Trustee (if appointed) may refer the matter to the FMT for review.

        • Chapter 5: Suspension of Dealings in an Open-Ended Domestic Fund

          • 37. Suspension of Dealings in Units

            (1) The Fund Manager may, in the case of an open-ended Domestic Fund, temporarily suspend the issue, cancellation, sale and redemption of Units ("dealings in Units") in the Fund where:
            (a) due to exceptional circumstances it is in the interest of the Unitholders in the Fund to do so; and
            (b) if there is an appointed Trustee:
            (i) it has obtained the prior agreement of the Trustee for the suspension of dealings in Units; or
            (ii) in the event that no agreement can be reached with the Trustee, upon request to the DFSA, the DFSA has issued a stop order under Article 69.
            (2) The Fund Manager shall continue the suspension of dealings in Units only for so long as it reasonably believes that the suspension is in the interests of the Unitholders of the Fund.
            (3) Upon suspension of dealings in Units, the Fund Manager shall, in writing, notify the DFSA immediately, and the Unitholders as soon as practicable, of the suspension and its reasons for doing so.
            (4) This Article and Rules made for the purposes of this Article apply to an open-ended cell of a Protected Cell Company as if that cell were an open-ended Fund.
            (5) The DFSA may, by Rules, prescribe any additional requirements or matters relating to the suspension of dealings in Units in an open-ended Domestic Fund.

      • Part 5: Governance of Domestic Funds

        • Chapter 1: Fund's Systems and Controls

          • 38. Systems and Controls Requirement

            (1) A Fund Manager of a Domestic Fund shall establish and maintain systems and controls including but not limited to financial and other risk controls to ensure sound management of the Fund:
            (a) in accordance with the Fund's Constitution, its most recent Prospectus, this Law and the Rules made for the purposes of this Law; and
            (b) taking account of the risks to which the Fund may be exposed, due to the nature, scale and complexity of the Fund's investments and operations.
            (2) The DFSA may, by Rules, prescribe any additional requirements relating to systems and controls that must be established and implemented by the Fund Manager of certain types of, or specialist classes of, Domestic Funds.

        • Chapter 2: Oversight of Public Funds

          • 39. Requirements Relating to Oversight Arrangements

            (1) A Fund Manager of a Domestic Fund which is, or is to be, a Public Fund shall:
            (a) establish and maintain one of the permitted oversight arrangements prescribed in the Rules; and
            (b) ensure that a person appointed to carry out the oversight function for the Fund meets:
            (i) the independence criteria set out in Article 42 of this Law; and
            (ii) any additional suitability criteria prescribed in Rules made for the purposes of this Article.
            (2) The DFSA may at any time object to a particular oversight arrangement or an individual appointed to carry out the oversight function for a Fund and require the Fund Manager to appoint a replacement if it appears to the DFSA that the requirements in Article 39(1) are not being met.
            (3) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article.
            (4) If the DFSA decides to exercise its power under this Article, the Fund Manager may refer the matter to the FMT for review.

          • 40. Powers and Functions of the Persons Undertaking the Oversight Function

            (1) The Fund Manager shall ensure that each person undertaking the oversight function for the Fund is appointed with the necessary powers and resources to discharge its duties and functions and is required to:
            (a) monitor whether the Fund Manager is:
            (i) managing the Fund in accordance with the Constitution and the most recent Prospectus of the Fund and any investments and borrowing limitations or other restrictions imposed on the Fund under this Law or any Rules made for the purposes of this Law; and
            (ii) complying with any terms and conditions on the Fund Manager's Licence, particularly with respect to the management of the Fund; and
            (b) assess whether the Fund Manager's systems and controls, particularly those relating to risk management and compliance, operate as intended and remain adequate;
            (c) report to the Fund Manager on its findings, including any actual or potential breaches or inadequacies in relation to the matters specified in Article 40(1)(a) and (b), as soon as such breaches or inadequacies are identified or suspected; and
            (d) report to the DFSA if:
            (i) the Fund Manager has failed, or appears likely to fail, to take appropriate action to rectify or remedy a matter reported to it within 30 days of that matter being so reported; and
            (ii) that person believes that the matter has had, or is likely to have, a materially adverse impact on the interests of the Unitholders of the Fund.
            (2) The DFSA may, by Rules, prescribe any additional matters or requirements relating to the oversight function or persons providing the oversight function for a Public Fund, including any period shorter than the period referred to in Article 40(1)(d) for reporting certain matters to the DFSA.

          • 41. Duties of a Person Providing Oversight Functions

            (1) Each person appointed to provide the oversight function to a Fund shall:
            (a) act honestly;
            (b) exercise the degree of care and diligence that a reasonable person would exercise if he were in that person's position;
            (c) act in the best interests of the Unitholders in the Fund and, if there is a conflict between the Unitholders' interests and his own interests, give priority to the Unitholders' interests;
            (d) not make improper use of his position, or information acquired in that position, in order to:
            (i) gain an improper advantage for himself or another person; or
            (ii) cause detriment to Unitholders in the Fund;
            (e) disclose to the Fund's auditor any information relevant for the auditor to discharge its obligations;
            (f) comply with any other duty or obligation as the DFSA may prescribe under this Law or any other legislation administered by the DFSA, and
            (g) carry out or comply with any other duty, not inconsistent with DIFC Law, that is conferred on him by the Fund's Constitution.
            (2) A person providing the oversight function for a Fund is to take all reasonable steps to assist the DFSA in exercising its powers under Part 5 of the Regulatory Law 2004.
            (3) Without limiting the application of any provision of this Law and any Rules made for the purposes of this Law, a person providing oversight function does not contravene any duty to which that person is subject where that person gives to the DFSA:
            (a) a notification as required under this chapter; or
            (b) any other information or opinion in relation to any such matter;
            if the person is acting in good faith and reasonably believes that the notification, information or opinion is relevant to any functions of the DFSA.

          • 42. Independence

            (1) A person providing the oversight function meets the independence criteria specified in Article 39(1)(b)(i) if, subject to Article 42(3), he:
            (a) is not, and has not been in the previous 2 years, an employee or an executive director or officer of the Fund Manager or a body corporate in the same group (a "related body corporate");
            (b) is not, and has not been in the previous 2 years, involved in material business dealings, or in a professional capacity, with the Fund Manager or a related body corporate;
            (c) is not a member of a partnership or a trustee of a trust that is, or has been in the previous 2 years, substantially involved in business dealings, or in a professional capacity, with the Fund Manager or a related body corporate;
            (d) does not have a material interest in the Fund Manager or a related body corporate;
            (e) is not a relative or de facto spouse of a person who has a material interest in the Fund Manager or a related body corporate of a kind described in Article 42(1)(a) and to (d); and
            (f) if he is a person acting for the Trustee of the Fund where the latter is appointed for providing the oversight function, meets the independence criteria set out in Article 19 of the Investment Trust Law 2006.
            (2) A person does not cease to be independent for the purposes of this Article merely by virtue of being appointed as a person providing the oversight function for a Fund.
            (3) The DFSA may, by Rules, prescribe when a legal entity appointed as the person providing the oversight function to a Fund may or may not meet the independence criteria for the purposes of this Article.

      • Part 6: [Not in Use]

        • 43. [Deleted]

        • 44. [Deleted]

        • 45. [Deleted]

        • 46. [Deleted]

        • 47. [Deleted]

        • 48. [Deleted]

      • Part 7: Marketing of Domestic and Foreign Funds

        • Chapter 1: General

          • 49. Applicable Laws

            (1) An offer to issue or sell a Unit or an interest in a Unit of a Fund ("Unit of a Fund") is governed by this Law and the Rules made for the purposes of this Law, except to the extent otherwise provided in Article 49(2).
            (2) With the exception of Part 2 of the Markets Law 2012, the provisions in that law apply to any offer to issue or sell a Unit of a Fund.
            (3) For the purposes of this Part and the Rules made for the purposes of this Part, the offer of a Unit of a Fund ("Offer of a Unit") has the meaning given to it in Article 19.

          • 50. Marketing Prohibition

            (1) Subject to Article 50(2), a person shall not, in or from the DIFC, Offer a Unit of a Fund to a prospective or existing Unitholder unless:
            (a) a Prospectus that complies with the requirements in this Law and the Rules made for the purposes of this Law is made available to such a Unitholder;
            (b) the person making the Offer is either the Fund Manager of the Fund or an Authorised Firm whose Licence authorises it do so; and
            (c) the Offer is made in accordance with the requirements in this Law and the Rules made for the purposes of this Law.
            (2) The DFSA may, by Rules, exempt any person or class of persons from the prohibition in Article 50(1) and in doing so, may subject such person or class of persons to any conditions it considers appropriate.
            (3) A Prospectus includes, except where expressly stated otherwise:
            (a) an Information Memorandum in respect of an Offer of a Unit of an Exempt Fund or a Qualified Investor Fund;
            (b) a Supplementary or Replacement Prospectus; and
            (c) in the case of an External Fund or Foreign Fund, the Units of which are marketed in or from the DIFC, any prospectus or other disclosure document prepared in accordance with the laws applicable to that External Fund or Foreign Fund.

        • Chapter 2: Marketing of Domestic Fund

          • 51. Prospectus Requirement

            (1) The Fund Manager of a Domestic Fund other than an External Fund shall:
            (a) produce a Prospectus in accordance with the requirements in this Law; and
            (b) if the Fund is a Public Fund, file a copy of the Prospectus with the DFSA.
            (2) The Fund Manager of an External Fund shall ensure that any prospectus or other disclosure document prepared in accordance with any legislation applicable to that External Fund contains any additional disclosure prescribed by the Rules.

          • 52. Prospectus Content

            (1) The presentation of the information in a Prospectus shall be clear, fair and not misleading.
            (2) A Prospectus shall contain all the information which a person and his professional advisers would reasonably require and expect to find in a Prospectus to be able to make an informed decision to become a Unitholder of the Fund.
            (3) Without limiting the generality of the obligation in Article 52(2), the DFSA may, by Rules, prescribe the information that must be included in a Prospectus for the purposes of this Article, including different provisions for different types of, or specialist classes of, Domestic Funds and any reduced content requirements for Exempt Funds and Qualified Investor Funds.
            (4) If at any time after the issue of a Prospectus there is a material change affecting any matter contained in the Prospectus or a significant new matter arises, the Fund Manager shall in accordance with the requirements prescribed in the Rules issue a Supplementary or a Replacement Prospectus.

          • 53. Publicity

            (1) A person undertaking a financial promotion in respect of a Prospectus shall ensure that:
            (a) the information contained in the Prospectus complies with this Law and the Rules made for the purposes of this Law;
            (b) the Fund Manager, in the case of a Public Fund, has filed a copy of the Prospectus with the DFSA; and
            (c) the financial promotion states a Prospectus has been published and gives an address where a copy may be collected in the DIFC.
            (2) Nothing in Article 53(1) prevents a person from issuing a financial promotion before the issue of a Prospectus provided it clearly states that a Prospectus will be issued and where a copy may be collected in the DIFC.

        • Chapter 3: Marketing of Foreign Funds

          • 54. Marketing of Foreign Funds

            (1) An Authorised Firm may only Offer a Unit of a Foreign Fund if:
            (a) the Foreign Fund meets either:
            (i) the criteria for a Designated Fund in a Recognised Jurisdiction; or
            (ii) other criteria prescribed in the Rules;
            (b) the Authorised Firm has a reasonable basis for recommending the Unit of the Foreign Fund as suitable for the particular Client to whom the Offer is made; or
            (c) the Foreign Fund is a type of Fund that:
            (i) has or intends to have only 100 or fewer Unitholders;
            (ii) has its Units offered to persons only by way of a private placement;
            (iii) has its Units offered to persons who meet the criteria to be classified as Professional Clients; and
            (iv) requires an initial subscription of at least US$50,000 to be paid by a person to become a Unitholder in the Fund.
            (2) For the purposes of Article 54(1), the DFSA may, by Rules, prescribe any additional criteria, requirements or conditions that apply to the Offer of Units of Foreign Funds including:
            (i) disclosure to be made to persons to whom such Offers are made;
            (ii) when an offer document produced in accordance with the legislation applicable in a jurisdiction other than the DIFC is to be taken to comply with the requirements of this Law and any Rules made for the purposes of this Law;
            (iii) whether such Funds are required to be open-ended or closed ended, listed or unlisted or meet any additional requirements relating to its legal form or manner of distribution; and
            (iv) the circumstances in which the Islamic quality of the Fund may be promoted by using the words Shari'a compliant or Islamic in the name of the Foreign Fund or otherwise holding out that the Fund is in any way Islamic or Shari'a compliant.

          • 55. Recognition and Designation

            (1) The DFSA may recognise any country or territory and designate any type of Fund constituted and domiciled in such a country or territory for the purposes of this Law.
            (2) The DFSA may not recognise any country or territory nor designate any Fund in that country or territory for the purposes of this Article unless it is satisfied:
            (a) that the law and practice under which the relevant Foreign Fund is authorised or approved and supervised in that country or territory is broadly equivalent to the DFSA's regulatory regime as it applies to Domestic Funds;
            (b) that the law and practice under which fund managers and eligible custodians are authorised or licenced and supervised in that country or territory is broadly equivalent to the DFSA's regulatory regime as it applies to such a person; and
            (c) that adequate arrangements exist, or will exist, for co-operation between the Regulator in that country or territory, responsible for such authorisation, licensing, approval and supervision and the DFSA.
            (3) Any country or territory recognised under this Article shall be a "Recognised Jurisdiction" and the DFSA shall publish a list of such jurisdictions by means of a written notice. The DFSA may remove from that list any jurisdiction or Fund where the DFSA is no longer satisfied that the jurisdiction or Fund meets the criteria in Article 55(2).
            (4) Any Foreign Fund designated under this Article shall be a "Designated Fund" and a description of such a Fund shall be included in the list referred to in Article 55(3).
            (5) Any notice issued under this Article may contain such limitations or restrictions as the DFSA considers appropriate and make different provisions for different cases.

        • Chapter 4: Misconduct in Relation to Domestic and Foreign Funds

          • 56. Misleading and Deceptive Statements

            (1) A person shall not make an Offer of Units if there is:
            (a) a misleading or deceptive statement in:
            (i) the relevant Prospectus;
            (ii) any application form that accompanies the relevant Prospectus; or
            (iii) any other document that relates to the Offer, or the application form;
            (b) an omission from any document specified in Article 56(1)(a) of information that is required to be stated or that is necessary to make the statement not misleading or deceptive; or
            (c) a new circumstance that under the Law or the Rules requires a Supplementary or Replacement Prospectus to be published or issued and this has not been published or issued.
            (2) A person shall not, in or from the DIFC, make a misleading or deceptive statement in relation to a Fund or in connection with an Offer of Units, whether in the DIFC or elsewhere.
            (3) This Article does not apply to conduct which occurs outside the DIFC unless the conduct affects the DIFC markets or users of the DIFC markets.

          • 57. Defences to Misconduct

            (1) A person does not commit a contravention of Article 56, if that person proves that he:
            (a) made all inquiries that were reasonable in the circumstances; and
            (b) after doing so, believed on reasonable grounds that the statement or omission was not misleading or deceptive.
            (2) A person does not commit a contravention of Article 56, if that person proves that reasonable reliance was placed on information given to that person by:
            (a) if the person is a body corporate, someone other than a director, employee or agent of that body corporate; or
            (b) if the person is a natural person, someone other than an employee or agent of that individual.
            (3) For the purposes of Article 57(2), a person does not become an agent of another person simply because he performs a particular professional or advisory function for the person.

          • 58. Liability for Misleading Statements

            (1) Any person prescribed in the Rules made by the DFSA as being responsible for a Prospectus is liable to pay compensation to another person who has acquired Units to which the Prospectus relates and who has suffered loss or damage arising from any untrue, deceptive or misleading statement in the Prospectus or the omission from it of any material matter required to have been included in the Prospectus under the Law or Rules.
            (2) The DFSA may make Rules prescribing circumstances in which a person who would otherwise be liable under Article 58(1) will not be so liable.
            (3) Nothing in this Article affects the powers, rights or liabilities that any person may have apart from this Article including the power to institute proceedings under Article 94 of the Regulatory Law 2004.
            (4) Nothing in this Article prevents a person who suffers any loss or damage arising from acting in reliance on any untrue, deceptive or misleading statement made in relation to a Fund or in connection with an Offer of Units by a person other than those referred to in Article 58(1) from being able to recover any loss suffered by that person as a result of relying on such statements.

      • Part 8: Transfer Schemes and Winding Up of Domestic Funds

        • 59. Application of this Part to Protected Cell Companies

          (1) Where a Domestic Fund uses the form of a Protected Cell Company, the provisions in this Part also apply to individual cells of that company as if each cell were a separate Fund, except where otherwise provided in the Constitution or Prospectus of that Fund in accordance with this Law and any other laws that apply to such Funds.
          (2) The DFSA may, by Rules, prescribe any additional requirements or conditions that apply to such Funds.

        • 60. Transfer Schemes

          (1) Pursuant to Part 9 of the Regulatory Law 2004, a Domestic Fund may be transferred in whole or in part to another body in accordance with that Part.
          (2) The DFSA may make Rules for the purposes of this Article pursuant to the power conferred under Article 113 of the Regulatory Law 2004.

        • 61. When a Domestic Fund May be Wound Up

          A Domestic Fund may be wound up:

          (a) by order of the Court as provided by or under this Law and the Insolvency Law 2004;
          (b) where not inconsistent with such Laws, in the manner and circumstances provided in the Fund's Constitution; or
          (c) in any other circumstances as may be prescribed in the Rules.

        • 62. Winding Up Required by a Fund's Constitution

          The Constitution of a Fund may provide that the Fund is to be wound up:

          (a) at a specified time; or
          (b) in specified circumstances or on the happening of a specified event;

          but a provision of the Constitution that purports to provide that the Fund is to be wound up if a particular Authorised Firm ceases to be its Fund Manager or Trustee is of no effect including for the purposes of Article 65(1)(a).

        • 63. Winding Up at Direction of Unitholders

          If the Unitholders of a Fund want the Fund to be wound up, such persons may call an extraordinary meeting to pass a Special Resolution directing the Fund Manager or where appointed the Trustee to wind up the Fund.

        • 64. Winding Up if the Fund's Purpose has been Accomplished or Cannot be Accomplished

          (1) If the Fund Manager of a Fund considers that the Fund is not commercially viable or that the purpose of the Fund:
          (a) has been accomplished; or
          (b) cannot be accomplished;
          it may, in accordance with this Article, take steps to wind up the Fund.
          (2) The Fund Manager shall give to the Unitholders of the Fund and to the DFSA a notice in writing:
          (a) explaining the proposal to wind up the Fund, including explaining how the Fund's purpose has been accomplished or why that purpose cannot be accomplished;
          (b) informing the Unitholders of their rights to call a Unitholders' meeting to consider the proposed winding up of the Fund and to vote on any Special Resolution Unitholders propose about the winding up of the Fund; and
          (c) informing the Unitholders that the Fund Manager or where appointed the Trustee is permitted to wind up the Fund unless a meeting is called to consider the proposed winding up of the Fund within 28 days of the Fund Manager giving the notice to the Unitholders.
          (3) If no meeting is called within that 28 days to consider the proposed winding up, the Fund Manager or where appointed the Trustee may wind up the Fund.

        • 65. Winding Up by Order of the Court

          (1) The Court may order the winding up of a Domestic Fund if:
          (a) in contravention of this Law, the Fund Manager of the Fund has not been granted consent to incorporate or register the Fund as an Investment Company, or Investment Partnership, as the case may be;
          (b) in contravention of Part 8 of this Law, the Fund has not been registered with the DFSA or the DFSA has withdrawn the registration of the Fund;
          (c) there is a stop order made pursuant to Article 69 in effect in relation to the Fund and the Fund Manager is unable to comply with the requirements of this Law, or any other law administered by the DFSA;
          (d) the Fund Manager or other member of the Fund's Governing Body or where appointed the Trustee believes on reasonable grounds that a scheme of arrangement is not practical or possible;
          (e) the Court thinks it is just and equitable to make the order;
          (f) within 3 months before the application for the order was made, execution or other process was issued on a judgment, decree or order obtained in the Court or in any other court (whether in the State or otherwise) which is final and not subject to appeal in favour of a creditor of, and against, the Fund or the Fund Manager in its capacity as the Fund Manager of the Fund and the execution or process has been returned unsatisfied; or
          (g) an application has been made under Article 25(2) of this Law for the removal of the Fund Manager.
          (2) The Court may make any orders it considers appropriate for the winding up of the Domestic Fund, including but not limited to:
          (a) an order appointing a person other than the Fund Manager or where appointed the Trustee to take responsibility for ensuring the Fund is wound up in accordance with its Constitution and any orders under this Article as the Court thinks expedient (including for the reason that the Fund Manager or Trustee has ceased to exist or is not properly discharging its obligations in relation to the winding up); and
          (b) directions as to how the Fund is to be wound up including for the reason that the provisions in the Fund's Constitution are inadequate or impracticable.
          (3) Orders under Article 65(1)(a), (b) or (c) or (2) may be made on the application of:
          (a) the Fund Manager or other members of the Governing Body of the Fund;
          (b) the Trustee;
          (c) the auditor of the Fund;
          (d) a Unitholder in the Fund; or
          (e) the DFSA.
          (4) An order under Article 65(1)(f) may be made on the application of a creditor.

        • 66. Unclaimed or Undistributed Property

          If, on completion of the winding up of a Fund, the person who has been winding up the Fund has in his possession or under his control any unclaimed or undistributed money or other property that was part of the Fund Property, the person shall, as soon as practicable, pay the money into Court or transfer the property to the Court.

        • 67. Reinstatement of a Domestic Fund

          (1) Where a Domestic Fund has been wound up in accordance or purported compliance with this Law, the Rules or its Constitution, the Court may make any order for reinstatement of the Fund or discontinuance of the winding up proceedings if:
          (a) an application for the reinstatement or the discontinuation of the winding up proceedings is made to the Court by:
          (i) a person aggrieved by the winding up; or
          (ii) a person who was winding up the Fund; and
          (b) the Court is satisfied that it is just and equitable that the Fund be reinstated or the winding up proceedings be discontinued.
          (2) The Court may give any directions it thinks just for putting the Fund and other persons in the same position, as far as possible, as if the Fund had not been wound up.

      • Part 9: DFSA Powers in Relation to a Fund

        • 68. Powers of Supervision

          (1) Without limiting the generality of the DFSA powers under Part 5 of the Regulatory Law 2004, the DFSA may, at any time, require from the Fund Manager and where appointed the Trustee of a Domestic Fund, such information as is necessary or deemed necessary to ascertain whether the Fund and the Fund Manager or if appointed Trustee are complying with the Fund's Constitution or Prospectus and with any relevant provisions of or made under any legislation administered by the DFSA.
          (2) The Fund Manager and where appointed the Trustee shall comply with any such request for information within any time limit specified by the DFSA.

        • 69. Stop Orders

          (1) If the DFSA is satisfied that:
          (a) any Prospectus or other document referred to in Article 56(1)(a) is misleading or deceptive;
          (b) any dealings in a Unit in a Domestic Fund would contravene or have contravened this Law or the Rules;
          (c) the Fund Manager is operating a type of, or specialist class of, a Domestic Fund for which it is not authorised under its Licence;
          (d) due to exceptional circumstances it is in the interest of the Unitholders in the Fund;
          (e) it is in the interests of the DIFC; or
          (f) the Fund Manager has failed to comply with a direction given under Article 27(4);
          the DFSA may issue a stop order directing that no Offers, issues, redemptions, sales or transfers of the Units of the Fund be made for such a period of time as it thinks appropriate.
          (2) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article. The DFSA shall give both the Fund Manager and the Trustee (if appointed) the opportunity to make representations under those procedures.
          (3) If the DFSA decides to exercise its power under this Article, the Fund Manager or the Trustee (if appointed) may refer the matter to the FMT for review.

      • Part 10: Financial Markets Tribunal

        • 70. [Deleted]

        • 71. Jurisdiction of the FMT in relation to regulatory proceedings

          The FMT has jurisdiction to hear and determine any regulatory proceeding in relation to an issue arising out of an Offer of Units of a Fund or in respect of the management and operation of a Fund.

      • Part 11: [Deleted]

        • 71. [Deleted]

      • Part 12: Miscellaneous

        • 72. Fees

          The DFSA may make Rules providing for the payment of fees to the DFSA as provided for in Article 16 of the Regulatory Law 2004.

        • 73. Filing of Material with the DFSA

          Without in any way limiting the generality of the Article 115 of the Regulatory Law 2004, the DFSA may by means of Rules require the filing of certain material, including without limitation, in relation to applications for registration, notification, constitutional documents, Prospectuses, and other documents.

      • Schedule 1 Interpretation

        • 1. Rules of interpretation

          (1) In the Law, unless the contrary intention appears, a reference to:
          (a) a statutory provision includes a reference to the statutory provision as amended or re-enacted from time to time;
          (b) a person includes any natural person, body corporate or body incorporated, including a company, partnership, unincorporated association, government or state;
          (c) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in the Law, include publishing or causing to be published in printed or electronic form;
          (d) unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official State holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day;
          (e) a calendar year shall mean a year of the Gregorian calendar; and
          (f) the masculine gender includes the feminine; and
          (g) any reference to 'dollars' or '$' is a reference to United States Dollars.
          (2) The headings in the Law shall not affect its interpretation.

        • 2. Legislation in the DIFC

          References to legislation and Guidance in the Law shall be construed in accordance with the following provisions:

          (a) Federal Law is law made by the federal government of the State;
          (b) Dubai Law is law made by the Ruler, as applicable in the Emirate of Dubai;
          (c) DIFC Law is law made by the Ruler (including, by way of example, the Law), as applicable in the DIFC;
          (d) the Law is the Collective Investment Law 2010 made by the Ruler;
          (e) the Rules are legislation made by the DFSA for the purpose of this Law and are binding in nature;
          (f) Guidance is indicative and non-binding and may comprise (i) guidance made and issued by the Chief Executive as notations to the Rules; and (ii) any standard or code of practice issued by the DFSA Board of Directors which has not been incorporated into the Rules; and
          (g) references to "legislation administered by the DFSA" are references to DIFC Law and rules conferring functions and powers on the DFSA.

        • 3. Defined Terms

          In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings:

          Terms Definitions
          Authorised Firm A person who holds a Licence to carry on one or more Financial Services prescribed pursuant to Article 42(1) of the Regulatory Law 2004, as an Authorised Firm.
          Authorised Market Institution A person who is licensed by the DFSA in relation to the carrying on of one or more Financial Services prescribed pursuant to Article 42(1) of the Regulatory Law 2004.
          Collective Investment Fund has the meaning given in Article 11 of this Law subject to any Rules made under Article 12 of this Law.
          Constitution in relation to a Fund:
          (a) which is in the form of a body corporate, the instrument of incorporation;
          (b) which is in the form of trust, the trust deed; and
          (c) which is in the form of a partnership, the partnership deed.
          Court the DIFC Court as established under Dubai Law.
          Designated Fund A Foreign Fund which has been designated by the DFSA under Article 55 of this Law.
          DFSA the Dubai Financial Services Authority.
          DFSA Board of Directors the governing body of the DFSA established under Chapter 2 of Part 2 of the Regulatory Law 2004.
          DIFC the Dubai International Financial Centre.
          Domestic Fund has the meaning given in Article 13(2) of this Law
          Exempt Fund has the meaning given in Article 16(4) of this Law.
          External Fund has the meaning given in Article 14(1) of this Law.
          External Fund Manager has the meaning given in Article 20(5) of this Law.
          Financial Markets Tribunal the Financial Markets Tribunal referred to in Article 26 of the Regulatory Law 2004.
          FMT the Financial Markets Tribunal
          Foreign Fund has the meaning given in Article 13(3) of this Law
          Fund a Collective Investment Fund.
          Fund Manager Is the person referred to in Article 20(4) of this Law.
          Governing Body a person who is, or a body of persons who together form the directing mind of a Fund including but not limited to:
          a) its Fund Manager, a member of its main or supervisory board, a General Partner; or
          b) any other person or body of persons exercising equivalent powers and functions in relation to directing the management and operation of a Fund.
          Investment has the meaning prescribed in the Rules made under the Regulatory Law 2004.
          Investment Company an open or closed ended company established for the sole purpose of collective investment which is incorporated under Article 90 of the Companies Law 2009 in accordance with chapter 13 of the Regulations made under that law and includes a Protected Cell Company incorporated under chapter 12 of the Regulations made under that law.
          Investment Partnership a limited partnership established for the sole purpose of collective investment which is formed and registered under the Limited Partnership Law 2006 in accordance with the regulations made under that Article.
          Investment Trust a trust created under the Investment Trust Law 2006 for the purposes of collective investment.
          Islamic Fund a Fund whose entire Fund operations are, or are intended to be, conducted in accordance with Shari'a.
          Law the Collective Investment Law 2010.
          Licence a licence granted by the DFSA under Chapter 2 of Part 3 of the Regulatory Law 2004.
          Listed Fund a Fund whose Units have been admitted to the Official List of Securities of an Authorised Market Institution.
          Official List of Securities a list of Securities maintained by an Authorised Market Institution in accordance with the Markets Law 2012 and any Rules made for the purposes of that law.
          Private Fund has the meaning given in Article 16(3) of this Law.
          Private Placement an Offer made to a Person who is likely to be interested in the Offer having regard to:
          (a) previous contact between the Person making the Offer and that Person;
          (b) a professional or other connection between the Person making the Offer and that Person; or
          (c) statements or actions by that Person that indicate that he is interested in Offers of that kind.
          Privileged Communication a communication attracting a privilege arising from the provision of professional legal advice and any other advice or from the relationship of lawyer and client or other similar relationship, but does not include a general duty of confidentiality.
          Prospectus has the meaning given in Article 50(3) of this Law.
          Protected Cell Company has the meaning given in the Companies Law 2004 or Regulations made for the purposes of that law.
          Public Fund has the meaning given in Article 16(1) of this Law.
          Recognised Jurisdiction a jurisdiction which has been recognised by the DFSA under Article 55 of this Law.
          Regulator the competent authority of a Recognised Jurisdiction which is responsible for regulating financial services in that jurisdiction.
          Ruler the ruler of the Emirate of Dubai.
          Rules has the meaning given in Article 2(e) of Schedule 1 to this Law.
          Schedule a schedule to the Law.
          Securities has the meaning prescribed in the rules made under the Regulatory Law 2004.
          Special Resolution in relation to a Domestic Fund, a resolution passed by a majority of not less than 75% of the votes validly cast (whether on a show of hands or on a poll) for and against the resolution at a general meeting or class meeting of Unitholders, of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
          Trustee a person described in Article 21(1) of this Law.
          Unit a Unit or share representing the rights or interests of Unitholders in a Fund and includes a right or interest in such a Unit.
          Unitholder in relation to a Fund, means any holder of a Unit in the Fund, otherwise known as a 'participant'.

    • Investment Trust Law

      Investment Trust Law
      DIFC Law No. 5 of 2006

      which was enacted and came into force on 1 August 2006
      and was subsequently amended by :

      DIFC Laws Amendment Law 2007,
      DIFC Law No.2 of 2007
      on 15 February 2007 and;
      DIFC Laws Amendment Law,
      DIFC Law No. 1 of 2010
      on 2 May 2010 and;
      DIFC Laws Amendment Law,
      DIFC Law No. 3 of 2010
      on 11 July 2010; and
      DIFC Laws Amendment Law,
      DIFC Law No.1 of 2014,
      on 21 August 2014.

      • Part 1: General

        • 1. Title

          This Law may be cited as the “Investment Trust Law 2006”.

        • 2. Legislative authority

          This Law is made by the Ruler of Dubai.

        • 3. Application of the Law

          This Law applies in the jurisdiction of the Dubai International Financial Centre.

        • 4. Date of Enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 5. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

        • 6. Interpretation

          The Schedule contains interpretative provisions and a list of defined terms used in this Law.

        • 7. Application of other Laws

          (1) Subject to (2), if any provisions of this Law conflict with the provisions of any other law, the provisions of this Law prevail, unless otherwise provided.
          (2) The provisions of the Collective Investment Law 2010 prevail over the provisions of this Law, unless otherwise provided either in this Law or in the Collective Investment Law 2010.
          (3) The Trust Law 2005 does not apply to a person in respect of an express trust created under this Law.

        • 8. Administration of this Law

          This Law and any legislation made for the purposes of this Law is administered by the DFSA.

        • 9. The power of the DFSA to make Rules

          (1) The DFSA Board of Directors may make Rules for the purposes of this Law pursuant to the power conferred upon it under Article 23 of the Regulatory Law 2004.
          (2) Where any legislation made under this Law purports to be made in the exercise of a particular power or powers, it shall be taken also to be made in the exercise of all powers under which it may be made.

        • 10. Consultation

          The DFSA shall publish draft Rules in the manner prescribed under Article 24 of the Regulatory Law 2004.

        • 11. Waivers and Modifications of the Rules

          The DFSA may by written notice provide that one or more provisions of the Rules either:

          (a) shall not apply in relation to a person; or
          (b) shall apply to a person with such modifications as set out in the written notice,

          as provided for in Article 25 of the Regulatory Law 2004.

      • Part 2: Creation, Alteration and Termination of an Investment Trust

        • 12. General prohibition

          (1) A person shall not enter into an agreement to create a trust for collective investment purposes unless it is an agreement of the kind referred to in Article 13.
          (2) A person proposing to act as the Trustee does not breach the prohibition in (1) merely by entering into a Trust Deed for the creation of an Investment Trust prior to obtaining a Licence with the appropriate authorisations referred to in Article 18. However, that person must not carry out any functions under the Trust Deed prior to obtaining that Licence.

        • 13. Creation of an Investment Trust

          (1) An Investment Trust shall be created by a Trust Deed entered into between:
          (a) a person who meets the requirements to be a Fund Manager under Article 20(1) (a) or (b) of the Collective Investment Law 2010 and the rules made for the purposes of that law; and
          (b) a person who meets the requirements to be a Trustee under Article 18 of this Law.
          (2) An Investment Trust shall be formed solely for collective investment purposes as defined in Article 11 of the Collective Investment Law 2010. Consequently, an Investment Trust created for the purposes of this Law is a Collective Investment Fund for the purposes of the Collective Investment Law 2010.
          (3) The Trust Deed shall:
          (a) meet all the requirements that apply in respect of the Constitution of a Fund under the Collective Investment Law 2010 and the rules made for the purposes of that law;
          (b) set out clearly whether the Trustee is to provide the oversight function relating to the Investment Trust;
          (c) confer on the Trustee all the powers that are necessary for the Trustee to discharge all its duties and perform all its functions under this Law and the Collective Investment Law 2010 and the rules made for the purposes of those laws; and
          (d) not contain any provision which conflicts with the requirements in the Collective Investment Law 2010 and rules made for the purposes of that law.

        • 14. Effect and validity of the Trust Deed

          (1) The provisions of the Trust Deed are binding on the persons who become Unitholders of the Investment Trust, as if they were a party to the Trust Deed.
          (2) Any provision of a Trust Deed, which is inconsistent with this Law, the Collective Investment Law 2010 or rules made for the purposes of these laws, shall be void.

        • 15. Alteration to a Trust Deed

          The terms of Trust Deed may be altered in accordance with the requirements in Article 35 of the Collective Investment Law 2010 and the rules made for the purposes of that Part.

        • 16. Termination of an Investment Trust

          An Investment Trust may be terminated in accordance with the requirements in Part 8 of the Collective Investment Law 2010 and the rules made for the purposes of that Part.

      • Part 3: Effect of an Investment Trust

        • 17. Unitholder liability

          (1) The Unitholders of an Investment Trust created under this Law are not liable for any debts or other liabilities incurred by or in respect of the Investment Trust except to the extent of any amount outstanding for the payment of the Units or interests in the Units at the price at which the Unitholder agreed to acquire the Units or interest in the Units.
          (2) No action shall be brought by any person against a Unitholder for any debts or other liabilities of, or in respect of, an Investment Trust or any actions or omissions of the Trustee or Fund Manager except to the extent provided above.

      • Part 4: Trustee Requirements

        • 18. Trustee requirements

          A person meets the requirements to be a Trustee only if that person is:

          (a) person specified in Article 21(1) of the Collective Investment Law 2010; and
          (b) independent of the Fund Manager as provided in Article 19.

        • 19. Independence of the Trustee

          The Trustee is not independent of the Fund Manager for the purposes of Article 18(b) if:

          (a) the Fund Manager or the Trustee holds, or exercises voting rights in respect of, any shares of the other;
          (b) the Fund Manager and the Trustee have a common holding company or a common ultimate holding company;
          (c) the Fund Manager or the Trustee have directors on its Governing Body, who are also directors of the other;
          (d) the Fund Manager or the Trustee has individuals performing Licensed Functions who are also individuals performing Licensed Functions for the other; or
          (e) the Fund Manager and the Trustee have been involved in the previous 2 years in any professional or material business dealings, other than acting as Fund Manager or Trustee respectively of any other Fund.

      • Part 5: Duties and Powers of the Trustee

        • 20. General duties of the Trustee and its officers, employees and agents

          (1) A Trustee shall, when exercising its powers and carrying out its duties:
          (a) act honestly;
          (b) exercise the degree of care and diligence that a reasonable person would exercise in the position of a Trustee;
          (c) act in the best interests of the Unitholders and, if there is a conflict between the Unitholders' interests and its own interests, give priority to the Unitholders' interests;
          (d) not improperly make use of information acquired through being the Trustee in order to:
          (i) gain an advantage for itself or another person; or
          (ii) cause detriment to the Unitholders in the Fund; and
          (e) carry out or comply with any other duty, not inconsistent with DIFC Law, that is conferred on the Trustee by the Trust Deed.
          (2) The Trustee shall ensure that its officers, employees and agents:
          (a) do not make improper use of information acquired through being such an officer, employee or agent of the Trustee in order to:
          (i) gain an advantage for himself or another person; or
          (ii) cause detriment to Unitholders in the Fund;
          (b) do not make improper use of their position as such officers, employees or agents to gain, directly or indirectly, an advantage for themselves or for any other person or to cause detriment to the Unitholders in the Fund; and
          (c) comply with any other duty or obligation as may be prescribed under this Law, the Collective Investment Law 2010 or any other legislation administered by the DFSA.
          (3) Where the Fund Manager is required to obtain the prior consent or approval of the Trustee before it is able to carry out any of its functions under the Collective Investment Law 2010 or rules made for the purposes of that law, the Trustee shall provide such consent or approval to the Fund Manager without any unnecessary delay. If the Trustee decides to withhold such consent or approval, it shall also notify the Fund Manager of that decision and the reasons without any unnecessary delay.

        • 21. Holding of Trust assets

          (1) Subject to any specific requirements in the Collective Investment Law 2010, the Trustee shall take into its custody all property that forms part of the Investment Trust and hold such assets on trust for the Unitholders of the Trust.
          (2) The Trustee shall ensure that property of the Investment Trust is:
          (a) clearly identified as the property of that Trust; and
          (b) held separately from any other property held by or entrusted to the Trustee.

        • 22. Trustee's obligations relating to oversight functions

          (1) If the Trust Deed confers on the Trustee the oversight function of the Investment Trust, the Trustee shall carry out the oversight function in accordance with the requirements in chapter 2 of Part 5 of the Collective Investment Law 2010 and the rules made for the purposes of that Part.
          (2) If the oversight function in relation to an Investment Trust is carried out by persons other than the Trustee, the Trustee shall provide to those persons any assistance that is reasonably required by them to carry out the oversight function.

        • 23. Trustee's reporting and disclosure obligations

          (1) The Trustee shall, as soon as practicable after becoming aware that there is a breach of the Trust Deed, this Law, the Collective Investment Law 2010 or any rules made for the purposes of those laws, or of any other relevant obligations imposed under a Licence condition of the Fund Manager or any other person performing any function in respect of or providing any services to the Investment Trust, report that breach to the DFSA.
          (2) The Trustee is required to report a breach under (1) only where it is of the opinion on reasonable grounds that the breach has had, or is likely to have, a materially adverse effect on the interests of the Unitholders. The Trustee must report such a breach to the DFSA whether or not the Fund Manager has already taken any steps to remedy that breach.
          (3) The Trustee shall provide to the Fund Manager or any other person providing oversight function any information that the Fund Manager, or the person providing the oversight function, may reasonably require relating to the Investment Trust as soon as possible after a request has been made for such information.
          (4) The Trustee shall disclose to the auditor of the Investment Trust all such information that is required by the auditor to carry out its audit functions relating to the Trust.

        • 24. Trustee's power to outsource

          (1) The Trustee may, subject to any restrictions and requirements in the Trust Deed, this Law, the Collective Investment Law 2010 or any rules made for the purposes of those laws, delegate any of its activities or outsource any of its functions to a person (“service provider”) other than the Fund Manager.
          (2) When outsourcing any of its functions, the Trustee must ensure that the service provider is independent of the Fund Manager as provided in (4).
          (3) The DFSA may by rule prescribe for the purposes of this Article:
          (a) activities that can or cannot be delegated by a Trustee;
          (b) functions that can or cannot be outsourced by a Trustee;
          (c) the eligibility criteria for service providers;
          (d) the activities or functions that must be performed in the DIFC;
          (e) any notification procedures and DFSA approval requirements that apply to appointment of service providers; or
          (f) any other matter incidental or relating to delegations and outsourcing by a Trustee for the purposes of this Article.
          (4) A service provider is not independent of the Fund Manager for the purposes of (2) if it:
          (a) is, or has been in the previous 2 years, an employee of the Fund Manager or a body corporate in the same group (a “related body corporate”);
          (b) is, or has been in the previous 2 years, an executive officer of a related body corporate;
          (c) is, and has been in the previous 2 years, involved in material business dealings, or in a professional capacity, with the Fund Manager or a related body corporate;
          (d) is a member of a partnership or a trustee of a trust that is, or has been in the previous 2 years, substantially involved in business dealings, or in a professional capacity, with the Fund Manager or in a related body corporate;
          (e) has a material interest in the Fund Manager or a related body corporate; or
          (f) is a relative or de facto spouse of a person who has a material interest in the Fund Manager or a related body corporate of a kind described in (a) to (e) of this Article.
          (5) Where the Trustee engages a service provider, the Trustee remains liable to the Unitholders for any acts or omissions of the service provider even if such service provider was acting fraudulently or outside the scope of its authority or engagement.

        • 25. Trustee's obligation to maintain the Unitholder register

          (1) The Trustee shall ensure that a register of Unitholders of the Investment Trust is maintained in the DIFC containing the information set out in this Article and it is kept up to date and complete.
          (2) The register must contain:
          (a) the name and address of each Unitholder, and if there are different classes of units, the class of the Unit;
          (b) the number of Units including fractions of a Unit held by each Unitholder; and
          (c) the date on which the Unitholder was registered in the register for Units standing in his name.
          (3) The Trustee shall ensure that the register is available for inspection by Unitholders during normal business hours.
          (4) The Trustee shall make the register available to the Fund Manager during office hours and allow the Fund Manager to make copies of the register for its purposes.

      • Part 6: Removal and Retirement of the Trustee

        • 26. Removal and retirement of the Trustee

          (1) A Trustee may not retire, or be removed, except as provided in this Article.
          (2) A Fund Manager may at the request of the Trustee or otherwise, and if it is of the view that the Trustee is unable to discharge its functions shall, with the prior written approval of the DFSA, replace the existing Trustee.
          (3) The DFSA may grant approval for the replacement of a Trustee only where it has received:
          (a) a written notice from the Fund Manager of its intention to remove the Trustee and either:
          (i) a legal certification that the removal of the Trustee will not adversely affect the interests of the Unitholders and the Fund Manager's ability to comply with its obligations under the Trust Deed, Prospectus and the Collective Investment Law 2010; or
          (ii) a Special Resolution of Unitholders approving the Fund Manager's proposal to remove the Trustee and its replacement with another Trustee; and
          (b) the written consent of the person who agrees to be the replacement Trustee, and that person meets the requirements for a Trustee in Article 18 to be able to act as the replacement Trustee.
          (4) The Unitholders of the Investment Trust may replace the Trustee by Special Resolution as provided under Article 35 of the Collective Investment Law 2010 or any rules made for the purpose of that Article.
          (5) The DFSA or the Fund Manager may apply to the Court for an order for the removal of the Trustee and any other appropriate orders including, but not limited to, the appointment of a replacement Trustee where the Trustee is, or is believed to be, in breach of its obligations under the Trust Deed, its Licence, this Law or any other DIFC law or rules made under those laws.
          (6) The DFSA may make Rules prescribing other circumstances in which a Trustee may be replaced.
          (7) Subject to the terms of the Trust Deed, this Law and the Collective Investment Law 2010 and the rules made for the purposes of those laws, a Trustee appointed as a replacement Trustee shall have the same powers, discretions and duties as the previous Trustee.

        • 27. Position of the outgoing Trustee

          Where a Trustee is removed or retires under Article 26, it shall, without any delay, transfer the assets of the Investment Trust held by it as directed by the Fund Manager or, as required by any Court order. Until the assets of the Investment Trust are so transferred, the Trustee remains accountable to the Unitholders for the safety of those assets.

      • Part 7: DFSA powers in relation to an Investment Trust

        • 28. Powers in relation to Trustee and Investment Trust

          Without in any way limiting the generality of other provisions conferring powers on the DFSA, the DFSA may exercise any of the powers specified in Part 11 of the Collective Investment Law 2010, in respect of an Investment Trust and in relation to the Trustee of an Investment Trust.

      • Part 8: The Financial Markets Tribunal

        • 29. Jurisdiction of the FMT in relation to regulatory proceedings

          The FMT has jurisdiction to hear and determine a regulatory proceeding in relation to an issue arising out of an offer of Units of an Investment Trust or out of the operation of an Investment Trust.

      • Part 9: Miscellaneous

        • 30. Fees

          The DFSA may make Rules providing for the payment of fees to the DFSA as provided for in Article 16 of the Regulatory Law 2004.

      • Schedule Interpretation

        • 1. Rules of interpretation

          (1) In this Law, unless the contrary intention appears, a reference to:
          (a) a statutory provision includes a reference to the statutory provision as amended or re-enacted from time to time;
          (b) a person includes any natural person, body corporate or body unincorporated, including a company, partnership, unincorporated association, government or state;
          (c) unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official State holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day;
          (d) a calendar year shall mean a year of the Gregorian calendar; and
          (e) the masculine gender includes the feminine.
          (2) The headings in the Law shall not affect its interpretation.

        • 2. Legislation in the DIFC

          References to legislation and Guidance in the Law shall be construed in accordance with the following provisions:

          (a) Federal Law is law made by the federal government of the State;
          (b) Dubai Law is law made by the Ruler, as applicable in the Emirate of Dubai;
          (c) DIFC Law is law made by the Ruler (including, by way of example, the Law), as applicable in the DIFC;
          (d) the Rules are legislation made by the DFSA for the purpose of this Law and are binding in nature;
          (e) Guidance in the Rules is indicative and non-binding and may comprise (i) guidance made and issued by the Chief Executive as notations to the Rules; and (ii) any standard or code of practice issued by the DFSA Board of Directors which has not been incorporated into the Rules; and
          (f) references to “legislation administered by the DFSA” are references to DIFC Law and rules conferring functions and powers on the DFSA.

        • 3. Defined Terms

          In this Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings:

          Terms Definition
          Authorised Firm a person who holds a Licence to carry on one or more Financial Services prescribed pursuant to Article 42(1) of the Regulatory Law 2004, as an Authorised Firm.
          Collective Investment Fund has the meaning given in the Collective Investment Law 2010.
          Constitution has the meaning given in the Collective Investment Law 2010
          Court the DIFC Court as established under Dubai Law.
          DFSA the Dubai Financial Services Authority.
          DFSA Board of Directors the governing body of the DFSA established under Chapter 2 of Part 2 of the Regulatory Law 2004.
          DIFC the Dubai International Financial Centre.
          Financial Markets Tribunal the Financial Markets Tribunal referred to in Article 26 of the Regulatory Law 2004.
          FMT the Financial Markets Tribunal
          Financial Service is a financial activity prescribed in GEN section 2.2 of the DFSA Rulebook.
          Fund a Collective Investment Fund.
          Fund Manager the person, described under Article 20(4) of the Collective Investment Law 2010.
          Governing Body

          a person who is, or a body of persons who together form the directing mind of a Fund including but not limited to:

          a) its Fund Manager, a member of its main or supervisory board, a General Partner; or
          b) any other person or body of persons exercising equivalent powers and functions in relation to directing the operation of a Fund
          Investment Trust an express trust created solely for collective investment purposes as provided under Article 12 of this Law.
          Law the Investment Trust Law 2006.
          Licence a licence granted by the DFSA under Chapter 2 of Part 3 of the Regulatory Law 2004.
          Prospectus a document containing such information as prescribed under the Collective Investment Law 2010 and rules made for the purposes of that law.
          Ruler the ruler of the Emirate of Dubai.
          Special Resolution has the meaning given in the Collective Investment Law 2010.
          State United Arab Emirates
          Trustee a person who is appointed as Trustee under the Trust Deed that constitutes an Investment Trust.
          Trust Deed a deed that meets the requirements in Article 12 of this Law.
          Unit is an interest representing rights or interests of a participant in an Investment Trust.
          Unitholder is a person who holds a Unit or interest in a Unit of an Investment Trust.

    • Law Regulating Islamic Financial Business

      Consolidated Version of the

      Law Regulating Islamic Financial Business
      DIFC Law No.13 of 2004

      which was enacted and came into force on 16 September 2004
      and was subsequently amended by :

      DIFC Laws Amendment Law 2005,
      DIFC Law No.2 of 2005
      on 19 April 2005; and
      DIFC Laws Amendment Law 2007,
      DIFC Law No.2 of 2007
      on 15 February 2007; and
      DIFC Laws Amendment Law,
      DIFC Law No. 1 of 2010
      on 2 May 2010; and
      DIFC Laws Amendment Law,
      DIFC Law No.7 of 2012,
      on 23 December 2012; and
      DIFC Laws Amendment Law,
      DIFC Law No.1 of 2014,
      on 21 August 2014.

      • Part 1: General Provisions

        • 1. Title

          This Law may be cited as "Law Regulating Islamic Financial Business 2004."

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Application of the law

          This Law applies in the jurisdiction of the DIFC.

        • 4. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 5. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

        • 6. Interpretation

          Schedule 1 contains:

          (1) interpretative provisions which apply to this Law; and
          (2) a list of defined terms used in this Law.

        • 7. Administration of this Law

          This Law is administered by the DFSA.

        • 8. Relationship between this Law and the Regulatory Law and the Markets Law

          The provisions of this Law are additional to the provisions of the Regulatory Law 2004 and the Markets Law 2012, and the provisions of those Laws, as far as they are applicable, shall apply accordingly.

      • Part 2: Conduct of Islamic Financial Business

        • 9. Prohibition from conducting Islamic Financial Business

          (1) An Authorised Firm or Authorised Market Institution shall not hold itself out as conducting Islamic Financial Business unless it has an endorsed Licence authorising it to conduct Islamic Financial Business:
          (a) as an Islamic Financial Institution; or
          (b) by operating an Islamic Window.
          (2) The DFSA Board of Directors may make Rules prescribing circumstances in which an Authorised Firm or Authorised Market Institution will be taken to, or will be taken not to, hold itself out as conducting Islamic Financial Business.

        • 10. Islamic Financial Business

          (1) Conducting Islamic Financial Business means carrying on one or more Financial Services in accordance with Shari'a.
          (2) Islamic Financial Institution means an Authorised Firm or Authorised Market Institution whose entire business operations are conducted in accordance with Shari'a.
          (3) An Authorised Firm or Authorised Market Institution, other than an Islamic Financial Institution, operates an Islamic Window if it conducts Islamic Financial Business as part of its overall business operations.

        • 11. Application for an endorsement

          (1) An application for an endorsement on a Licence authorising an Authorised Person to conduct Islamic Financial Business as an Islamic Financial Institution or by operating an Islamic Window may be made to the DFSA by any:
          (a) body corporate; or
          (b) partnership;

          when applying for a Licence under Article 45 of the Regulatory Law 2004.
          (2) An Authorised Person may apply to the DFSA for an endorsement to conduct Islamic Financial Business as an Islamic Financial Institution or by operating an Islamic Window, or to vary such an endorsement.
          (3) The DFSA Board of Directors may make Rules providing that certain persons or categories of person may not be granted an endorsement in relation to Islamic Financial Business.
          (4) The DFSA Board of Directors may make Rules:
          (a) prescribing the requirements an applicant applying for an endorsement must meet before an endorsement can be granted by the DFSA. Such Rules may include requirements relating to the legal form an applicant must adopt;
          (b) providing for such requirements referred to in Article 11(4)(a) 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;
          (c) prescribing certain persons or categories of person to be exempted from the requirements referred to in Article 11(4)(a); and
          (d) providing for any such exemptions to be:
          (i) limited to certain Islamic Financial Business activities or specified circumstances; or
          (ii) subject to certain conditions and restrictions.
          (5) The DFSA may grant an application for an endorsement or for a variation to an endorsement if it is satisfied that the requirements for an endorsement or variation of an endorsement under this Article have been met.
          (5A) The DFSA may refuse an application if it not satisfied that the requirements for an endorsement or variation of an endorsement under this Article have been met.
          (6) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 11(5A).
          (7) If the DFSA decides to exercise its power under Article 11(5A), the applicant may refer the matter to the FMT for review.

        • 12. Conditions, restrictions and withdrawal

          (1) The DFSA may at any time by written notice to an Authorised Person;
          (a) impose conditions and restrictions in relation to an endorsement;
          (b) vary or withdraw conditions and restrictions imposed in relation to an endorsement; or
          (c) withdraw an endorsement.
          (2) The DFSA may act under Article 12(1) on its own initiative or at the request of an Authorised Person.
          (3) The DFSA may withdraw an endorsement on its own initiative under Article 12(1)(c) if:
          (a) the Authorised Person is in breach of, or has been in breach of, one or more restrictions or conditions applicable to the endorsement;
          (b) the Authorised Person is in breach of, or has been in breach of, the Law or Rules or other legislation administered by the DFSA;
          (c) the Authorised Person is no longer fit and proper to carry on Islamic Financial Business; or
          (d) the DFSA considers that the exercise of the power is necessary or desirable in the pursuit of its objectives.
          (4) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article.
          (5) If the DFSA decides to exercise its power under this Article, the Authorised Person may refer the matter to the FMT for review.

        • 13. Requirements to conduct Islamic Financial Business

          (1) An Authorised Firm or Authorised Market Institution which has an endorsed Licence authorising it to conduct Islamic Financial Business shall appoint a Shari'a Supervisory Board.
          (2) The DFSA Board of Directors may make Rules prescribing the appointment, formation, conduct and operation of a Shari'a Supervisory Board.

      • Schedule 1 — Interpretation

        • 1. Rules of interpretation

          (1) In the Law, a reference to:
          (a) a statutory provision includes a reference to the statutory provision as amended or re-enacted from time to time;
          (b) a person includes any natural person, body corporate or body incorporated, including a company, partnership, unincorporated association, government or state;
          (c) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in the Law, include publishing or causing to be published in printed or electronic form;
          (d) unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official State holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day;
          (e) a calendar year shall mean a year of the Gregorian calendar; and
          (f) a reference to the masculine gender includes the feminine.
          (2) The headings in the Law shall not affect its interpretation.

        • 2. Legislation in the DIFC

          References to legislation and Guidance in the Law shall be construed in accordance with the following provisions:

          (a) Federal Law is law made by the federal government of the State;
          (b) Dubai Law is law made by the Ruler, as applicable in the Emirate of Dubai;
          (c) DIFC Law is law made by the Ruler (including, by way of example, the Law), as applicable in the DIFC;
          (d) the Law is The Law Regulating Islamic Financial Business, DIFC Law No.13 of 2004 made by the Ruler;
          (e) the Rules are legislation made by the DFSA under the Law and are binding in nature;
          (f) Guidance is indicative and non-binding and may comprise (i) guidance made and issued by the Chief Executive as notations to the Rules; and (ii) any standard or code of practice issued by the DFSA Board of Directors which has not been incorporated into the Rules; and
          (g) references to "legislation administered by the DFSA" are references to DIFC Law and Rules conferring functions and powers on the DFSA.

        • 3. Defined Terms

          In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings:

          Term Definition
          Authorised Firm a person who holds a Licence to carry on one or more Financial Services prescribed pursuant to Article 42(1) of the Regulatory Law 2004.
          Authorised Market Institution a person who is licensed by the DFSA in relation to the carrying on of one or more Financial Services prescribed pursuant to Article 42(1) of the Regulatory Law 2004.
          Authorised Person has the meaning given in Schedule 1 to the Regulatory Law 2004.
          DFSA Board of Directors the governing body of the DFSA, established under Chapter 2 of Part 2 of the Regulatory Law 2004.
          DFSA the Dubai Financial Services Authority.
          DIFC the Dubai International Financial Centre.
          Financial Markets Tribunal the Financial Markets Tribunal referred to in Article 26 of the Regulatory Law 2004.
          FMT the Financial Markets Tribunal.
          Financial Service is an activity prescribed in the Rules made under Article 41(3) of the Regulatory Law.
          Law the Law Regulating Islamic Financial Business 2004.
          Licence a Licence granted by the DFSA under Chapter 2 of Part 3 of the Regulatory Law.
          Markets Law the Markets Law 2012.
          Regulatory Law the Regulatory Law 2004.
          Rules has the meaning given in Article 2 of Schedule 1 to the Regulatory Law 2004.
          Shari'a Supervisory Board a board appointed by an Authorised Firm or Authorised Market Institution pursuant to Article 13(1) of this Law.
          State United Arab Emirates

    • Markets Law

      Consolidated Version of the

      Markets Law
      DIFC Law No. 1 of 2012

      which was enacted and came into force on 5 July 2012
      and was subsequently amended by :

      DIFC Laws Amendment Law,
      DIFC Law No. 2 of 2013,
      on 5 January 2014; and
      DIFC Laws Amendment Law,
      DIFC Law No.1 of 2014,
      on 21 August 2014.

      • Part 1: General

        • 1. Title and Repeal

          (1) This Markets Law 2012 repeals and replaces the Markets Law 2004 ("the Previous Law") and may be cited as the "Markets Law 2012" ("this Law").
          (2) Except where otherwise provided in this Law or the RulesG , anything done or omitted to be done pursuant to or for the purposes of the Previous Law is deemed to be done or omitted to be done pursuant to or for the purposes of this Law.
          (3) Without limiting the generality of Article 1(2), and subject only to Article 1(4), such repeal shall not affect:
          (a) any right, privilege, remedy, obligation or liability accrued to or incurred by any person; or
          (b) any investigation or legal or administrative proceeding commenced or to be commenced in respect of any right, remedy, privilege, obligation or liability,
          under the Previous Law and any such investigation or legal or administrative proceeding may be instituted, continued or enforced, including any penalty, fine or forfeiture, under this Law.
          (4) Where there is no equivalent provision in this Law to a provision in the Previous Law, the relevant provision in the Previous Law is deemed to survive the repeal under this Article until such time as necessary for the purposes of any investigation or proceeding specified in Article 1(3)(b).
          (5) The DFSAG may, by RulesG , prescribe any transitional or saving provisions as appear to the DFSAG necessary so as to give effect to, or to facilitate, the transition from to this Law.

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Application of the Law

          This Law applies in the jurisdiction of the Dubai International Financial Centre.

        • 4. Date of enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 5. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

        • 6. Interpretation

          The Schedule contains interpretative provisions and a list of defined terms used in this Law.

        • 7. Administration of the Law

          This Law, and the Rules made for the purposes of this Law, are administered by the DFSA.

        • 8. The DFSA powers to make Rules

          (1) The DFSA may make Rules for the purposes of this Law pursuant to the power conferred upon it under Article 23 of the Regulatory Law 2004.
          (2) Without limiting the generality of Article 23 of the Regulatory Law 2004, the DFSA shall make the following Rules:
          (a) in relation to the offer of Securities in or from the DIFC;
          (b) in relation to the licensing and supervision of Authorised Market Institutions, including requirements and procedures in the event of default by members of an Authorised Market Institution;
          (c) in relation to the maintenance of Official Lists of Securities;
          (d) in relation to the governance of Reporting Entities including corporate governance and related party transactions;
          (e) in relation to takeovers, mergers and acquisitions of Reporting Entities;
          (f) for the prevention of market abuse, including any code of market conduct; and
          (g) in relation to recognised persons.
          (3) Where any legislation made for the purposes of this Law purports to be made in the exercise of a particular power, it shall be taken also to be made in the exercise of all powers under which it may be made.
          (4) The DFSA shall publish draft Rules in the manner prescribed in Article 24 of the Regulatory Law 2004.

        • 9. The DFSA powers to waive or modify the Law

          (1) The DFSA may where it considers it appropriate or desirable in the interests of the DIFC to do so:
          (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 this Law 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 shall comply with the condition.
          (4) The DFSA shall take such steps as necessary to bring the notice referred to in Article 9(1) 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 DFSA may:
          (a) on its own initiative or on the application of the person to whom it applies, withdraw a written notice issued pursuant to Article 9(1); or
          (b) on the application of, or with the consent of, the person to whom that notice applies, vary such a written notice.
          (6) The DFSA maymake 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.

      • Part 2: Offer of Securities

        • Chapter 1: Application

          • 10. Application of this Part to Collective Investment Funds

            (1) The provisions in Part 2 of this Law and the Rules made for the purpose of that Part shall not apply to a person in relation to making an Offer of a Unit as defined in Article 19 of the Collective Investment Law 2010.
            (2) The provisions in Part 2 of this Law and the Rules made for the purpose of that Part shall apply to a person who has or intends to have Units admitted to trading on an Authorised Market Institution in the manner and circumstances specified in this Law and prescribed in the Rules.

        • Chapter 2: General Prohibitions and Definitions

          • 11. General Prohibition

            (1) A person shall not:
            (a) make an Offer of Securities to the Public in or from the DIFC; or
            (b) have Securities admitted to trading on an Authorised Market Institution,
            except as provided in this Law and the Rules made for the purposes of this Law.
            (2) Without limiting the generality of its powers, the DFSA may, by written notice:
            (a) exclude the application of any requirements; or
            (b) deem any Investment which is not a Security to be a Security for the purposes of this Law and the Rules,
            subject to such terms and conditions as it may consider appropriate.

          • 12. Definition of an Offer of Securities to the Public

            An Offer of Securities to the Public means a communication to any person in any form or by any means, presenting information on the terms of the offer and the Securities offered, so as to enable an investor to decide to buy or subscribe to those Securities but excluding:

            (a) any communication in connection with the trading of Securities admitted to trading on an Authorised Market Institution;
            (b) any communication made for the purposes of complying with the on-going reporting requirements of the DFSA or an Authorised Market Institution; or
            (c) any other communication prescribed in the Rules as an Exempt Communication.

          • 13. Exempt Offerors

            (1) The prohibition in Article 11(1) does not apply to any:
            (a) Securities of an Exempt Offeror; or
            (b) Securities which are unconditionally and irrevocably guaranteed by an Exempt Offeror.
            (2) For the purposes of Article 13(1), an Exempt Offeror is a recognised government or other person included in the list of Exempt Offerors maintained by the DFSA in the Rules.
            (3) The DFSA may, at its discretion and on its own initiative, include any person in the list of Exempt Offerors maintained by it in circumstances where the requirements prescribed by the DFSA in the Rules are met.

        • Chapter 3: Prospectus Requirement

          • 14. Obligation to issue a Prospectus

            (1) A person shall not, subject to Article 14(3):
            (a) make an Offer of Securities to the Public in or from the DIFC; or
            (b) have Securities admitted to trading on an Authorised Market Institution,
            unless there is an Approved Prospectus in relation to the relevant Securities.
            (2) For the purposes of Article 14(1):
            (a) a Prospectus is an Approved Prospectus if it is approved by the DFSA in accordance with the requirements prescribed in the Rules; and
            (b) a reference to a Prospectus in the Law or the Rules is a reference to an Approved Prospectus, unless the context requires otherwise.
            (3) The requirement in Article 14(1) does not apply:
            (a) to an Offer of Securities to the Public where that offer is an "Exempt Offer" as prescribed in the Rules; or
            (b) to any Securities to be admitted to trading on an Authorised Market Institution if those Securities are "Exempt Securities" as prescribed in the Rules.
            (4) For the purposes of this Part and the Rules made for the purposes of this Part, unless the context requires otherwise:
            (a) a reference to a Prospectus Offer is a reference to both the making of an Offer of Securities to the Public and to having Securities admitted to trading on an Authorised Market Institution;
            (b) a reference to an "offeror" is a reference to the person making a Prospectus Offer; and
            (c) a reference to a Prospectus in respect of a person who has or seeks to have Units of a Fund admitted to trading on an Authorised Market Institution is a reference:
            (i) in the case of a Domestic Fund, to a Prospectus under the Collective Investment Law 2010 and the Collective Investment Rules; and
            (ii) in the case of a Foreign Fund, to a Prospectus prepared in accordance with the requirements prescribed in the Rules.
            (5) A Prospectus includes a Supplementary Prospectus, except where otherwise provided in this Law or the Rules

          • 15. Prospectus content

            (1) A Prospectus shall contain all the information which an investor would reasonably require and expect to find in a Prospectus for the purpose of making an informed assessment of:
            (a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer and any guarantor; and
            (b) the nature of the Securities and the rights and liabilities attaching to those Securities.
            (2) Without limiting the generality of the obligation in Article 15(1), the DFSA may, by Rules, prescribe the information that must be included in a Prospectus.
            (3) The DFSA may, in prescribing the information to be included in a Prospectus, require specific content requirement for a Prospectus of a particular type of Securities.
            (4) The issuer or other person responsible for the issue of a Prospectus shall include in the Prospectus all the information required under Article 15(1) and (2) as it would be reasonable for him to have knowledge of, or acquire through reasonable enquiries.
            (5) The DFSA shall, by Rules, prescribe:
            (a) the circumstances in which a Prospectus may incorporate any material by reference; and
            (b) the persons liable for the content of a Prospectus.

          • 16. DFSA power to publish information

            Where a person making a Prospectus Offer fails to publish any information which that person is required to publish pursuant to this Law or the Rules made for the purposes of this Law, the DFSA may publish such information in the manner prescribed in the Rules.

          • 17. Use of foreign offer documents

            No person shall use any offer document produced in accordance with the legislation applicable in another jurisdiction for the purposes of making a Prospectus Offer except in the circumstances prescribed in the Rules.

          • 18. Obligation to issue a Supplementary Prospectus

            If at any time after the issue of a Prospectus there is a significant change in, or a material mistake or inaccuracy affecting any matter contained in the Prospectus or a significant new matter arises, the issuer or the person responsible for the issue of the Prospectus shall issue a Supplementary Prospectus which:

            (a) provides details of the change, mistake, inaccuracy or new matter; and
            (b) complies with the requirements in Article 15(1).

          • 19. Financial Promotions

            No person shall issue a Financial Promotion in respect of Securities which are the subject of a Prospectus Offer except in accordance with the requirements specified in the Rules.

        • Chapter 4: Misleading and Deceptive Statements or Omissions

          • 20. Prohibition against misleading and deceptive statements or omissions

            (1) A person shall not make a Prospectus Offer if there is:
            (a) a misleading or deceptive statement in:
            (i) the Prospectus;
            (ii) any application form that is attached to or accompanies the Prospectus; or
            (iii) any other communication that relates to the Prospectus Offer, or the application form;
            (b) any material omission from the Prospectus, application form or any other document as required by this Law or the Rules; or
            (c) a significant new matter or a significant change in circumstances that requires a Supplementary to be issued.
            (2) A person does not contravene the prohibition in Article 20(1) if that person can prove the circumstances or matters specified in Articles 21 or and 22.

          • 21. Defence of reasonable inquiries and reasonable belief

            A person does not commit a contravention of Article 20(1), if that person proves that he:

            (a) made all inquiries that were reasonable in the circumstances; and
            (b) after making such inquiries, believed on reasonable grounds that the Prospectus was not misleading or deceptive.

          • 22. Defence of reasonable reliance on information given by another person

            (1) A person does not commit a contravention of Articles 20(1) if the person merely proves that he placed reasonable reliance on information given to him by:
            (a) if the person is not a natural person, someone other than a member of the governing body, employee or agent of the person; or
            (b) if the person is a natural person, someone other than an employee or agent of the natural person.
            (2) For the purposes of this Part, a person is not the agent of a person merely because he performs a particular professional or advisory function for the person.

          • 23. Statements about future matters

            (1) A person is taken to make a misleading or deceptive statement about a future matter whether by himself or through his agent, if he, at the time of making the statement or causing the statement to be made, did not have reasonable grounds for making the statement or causing the statement to be made.
            (2) The onus for proving that reasonable grounds existed for the purposes of Article 23(1) is on the person who made the statement or caused the statement to be made.
            (3) A person referred to in Article 23(2) may rely on the circumstances referred to in Article 21 or 22 in order to prove that he had reasonable grounds for making the statement relating to the future matter.

          • 24. Civil compensation

            (1) Any person prescribed in Rules made by the DFSA as being liable for a Prospectus is liable to pay compensation to another person who has acquired Securities to which the Prospectus relates and who has suffered loss or damage arising from any untrue or misleading statement in the Prospectus or the omission from it of any material matter required to have been included in the Prospectus under the Law or Rules.
            (2) The DFSA may make Rules prescribing circumstances in which a person who would otherwise be liable under Article 24(1) will not be so liable.
            (3) Nothing in this Article affects the powers, rights or liabilities that any person may have apart from this Article including the power to institute proceedings under Article 94 of the Regulatory Law 2004.

          • 25. Stop orders

            (1) If the DFSA is satisfied that an Offer of Securities to the Public would contravene or has contravened this Law or the Rules made for the purposes of this Law or it is in the interest of the DIFC, the DFSA may issue a stop order directing that no offer, issue, sale or transfer of the Securities be made for such a period of time as it thinks appropriate.
            (2) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article.
            (3) If the DFSA decides to exercise its power under this Article, the offeror may refer the matter to the FMT for review.

      • Part 3: Authorised Market Institutions

        • Chapter 1: Supervision of Authorised Market Institutions

          • 26. Supervision of Authorised Market Institutions

            (1) Without limiting the application of the Regulatory Law 2004, the DFSA may direct an Authorised Market Institution to do or not do specified things that the DFSA considers are necessary or desirable or to ensure the integrity of the DIFC financial markets, including but not limited to directions:
            (a) requiring compliance with any duty, requirement, prohibition, obligation or responsibility applicable to an Authorised Market Institution;
            (b) requiring an Authorised Market Institution to act in a specified manner in relation to a transaction conducted on or through the facilities operated by an Authorised Market Institution, or in relation to a specified class of transactions; or
            (c) requiring an Authorised Market Institution to act in a specified manner or to exercise its powers under any rules that the Authorised Market Institution has made.
            (2) Without limiting the application of Article 75 of the Regulatory Law 2004, the DFSA may direct an Authorised Market Institution to:
            (a) close the market or facilities operated by an Authorised Market Institution in a particular manner or for a specified period;
            (b) suspend transactions on the market or through the facilities operated by the Authorised Market Institution;
            (c) suspend transactions in Investments conducted on the market or through the facilities operated by the Authorised Market Institution;
            (d) prohibit trading in Investments conducted on the market or through the facilities operated by the Authorised Market Institution;
            (e) defer for a specified period the completion date of transactions conducted on the market or through the facilities operated by the Authorised Market Institution;
            (f) prohibit a specified person from undertaking any transactions on the facilities operated by the Authorised Market Institution; or
            (g) do any act or thing, or not do any act or thing, in order to ensure an orderly market, or reduce risk to the DFSA's objectives.
            (3) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article.
            (4) If the DFSA decides to exercise its power under this Article, the Authorised Market Institution may refer the matter to the FMT for review.

          • 27. Staff liabilities at Authorised Market Institutions

            Neither an Authorised Market Institution nor any director, officer, employee or agent of an Authorised Market Institution may be held liable for anything done or omitted to be done in the performance or discharge or purported performance or discharge of their respective duties and regulatory functions if the act or omission is shown to have been committed or omitted in good faith.

          • 28. Default Rules of Authorised Market Institutions

            (1) The DFSA may require an Authorised Market Institution to have rules which set out procedures dealing with circumstances where a member is unable to meet its obligations in respect of contracts ("default rules") as a condition of its Licence.
            (2) The DFSA may, by Rules, prescribe provisions which shall be adopted as part of an Authorised Market Institution's default rules.

        • Chapter 2: Official List of Securities

          • 29. Maintaining an Official List of Securities

            (1) Subject to Article 29(2), an Official List of Securities for an Authorised Market Institution may be maintained by either the relevant Authorised Market Institution or the DFSA.
            (2) An Authorised Market Institution may maintain an Official List of Securities provided it has an endorsement on its Licence authorising it to maintain an Official List of Securities.
            (3) The DFSA may, at any time, transfer an Official List of Securities maintained by:
            (a) the DFSA, to an Authorised Market Institution, provided the Authorised Market Institution has an endorsed Licence authorising it to maintain an Official List of Securities; and
            (b) an Authorised Market Institution, to the DFSA in the circumstances described in Article 29(4)(a) or (c).
            (4) The DFSA may maintain an Official List of Securities where:
            (a) the Authorised Market Institution does not wish to maintain an Official List of Securities;
            (b) the DFSA has refused to grant an endorsement to an Authorised Market Institution to maintain an Official List of Securities; or
            (c) the DFSA has suspended or withdrawn an endorsement on an Authorised Market Institution's Licence to maintain an Official List of Securities.
            (5) An Authorised Market Institution shall, when maintaining an Official List of Securities, comply with the relevant requirements in this Law, the Rules made for the purposes of this Law, its listing rules and any other applicable laws or requirements.
            (6) An Authorised Market Institution shall not permit trading of Securities on its facilities unless those Securities are admitted to, and not suspended from, an Official List of Securities maintained by the Authorised Market Institution or the DFSA except where otherwise prescribed in the Rules.
            (7) The DFSA may, by Rules, prescribe appropriate transitional arrangements when transferring an Official List of Securities from an Authorised Market Institution to the DFSA or from the DFSA to an Authorised Market Institution.

          • 30. Application for an endorsement

            (1) An application for an endorsement on a Licence authorising an Authorised Market Institution to maintain an Official List of Securities may be made to the DFSA by:
            (a) the Authorised Market Institution; or
            (b) an applicant for a Licence to operate an Authorised Market Institution.
            (2) The DFSA may grant an application for an endorsement if it is satisfied that the Authorised Market Institution or applicant (as the case may be) has listing rules that meet the requirements in Article 32 and complies with any other relevant requirements that are imposed by this Law or the Rules.
            (3) The DFSA may refuse to grant an endorsement if it is not satisfied that the requirements referred to in Article 30(2) are met.
            (4) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSA under this Article to refuse to grant an endorsement..
            (5) If the DFSA decides to exercise its power under this Article to refuse to grant an endorsement, the Authorised Market Institution or applicant (as the case may be) may refer the matter to the FMT for review.

          • 31. Suspension or withdrawal of an endorsement

            (1) The DFSA may at any time suspend or withdraw the endorsement on the Licence of an Authorised Market Institution to maintain an Official List of Securities if it appears to the DFSA that the Authorised Market Institution no longer meets the requirements referred to in Article 30 or at the request of the Authorised Market Institution.
            (2) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article. The DFSA may also give any third party who has a direct interest in the matter an opportunity to make representations to the DFSA under those procedures if it considers it appropriate to do so.
            (3) If the DFSA decides to exercise its power under this Article, the Authorised Market Institution may refer the matter to the FMT for review.

          • 32. Listing Rules Requirements

            (1) The listing rules of an Authorised Market Institution shall contain such provisions as are prescribed in the Rules.
            (2) Subject to Article 32(3), the DFSA may direct an Authorised Market Institution to:
            (a) make listing rules within a specified period; or
            (b) amend specified listing rules in the manner and within the period prescribed.
            (3) The DFSA may only direct an Authorised Market Institution in accordance with Article 32(2) if it has first requested the Authorised Market Institution to make or amend specified listing rules and the Authorised Market Institution has failed to comply with that requirement within the period specified by the DFSA in its request.
            (4) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 32 (2).
            (5) If the DFSA decides to exercise its power under Article 32(2), the Authorised Market Institution may refer the matter to the FMT for review.
            (6) Where the DFSA maintains an Official List of Securities, it shall, by Rules, prescribe the relevant listing rules. Such listing rules shall include requirements relating to:
            (a) procedures for admission of Securities to its Official List of Securities including;
            (i) requirements to be met before Securities may be granted admission to an Official List of Securities; and
            (ii) agreements in connection with admitting Securities to an Official List of Securities;
            (b) enforcement of the agreements referred to in Article 32(6)(a)(ii);
            (c) procedures for suspension and delisting of Securities from an Official List of Securities;
            (d) the imposition on any person of obligations to observe specific standards of conduct or to perform, or refrain from performing, specified acts, reasonably imposed in connection with the admission of Securities to an Official List of Securities or continued admission of Securities to an Official List of Securities;
            (e) penalties or sanctions which may be imposed by the DFSA for a breach of the listing rules;
            (f) procedures or conditions which may be imposed, or circumstances which are required to exist, in relation to matters which are provided for in the listing rules;
            (g) actual or potential conflicts of interest that have arisen or might arise when a person seeks to have Securities admitted to an Official List of Securities; and
            (h) such other matters as are necessary or desirable for the proper operation of the listing rule process and the market.

          • 33. Admission of Securities to an Official List of Securities

            (1) An Authorised Market Institution or the DFSA may grant admission of Securities to an Official List of Securities maintained by it only where it is satisfied that such admission is in accordance with the requirements in this Law and the Rules made for the purposes of that Law.
            (2) Where a person applies to have Securities admitted to an Official List of Securities maintained by an Authorised Market Institution or the DFSA, the Authorised Market Institution or the DFSA, as is relevant, shall notify the applicant in writing of its decision in relation to the application for admission of Securities to the Official List of Securities.
            (3) Where a person has any Securities included in an Official List of Securities, such Securities shall be admitted to trading on an Authorised Market Institution as soon as possible.
            (4) Where any Securities included in an Official List of Securities are not admitted to trading in accordance with the requirement in Article 33(3), such Securities shall be removed from the Official List of Securities.
            (5) A person shall not have any Securities admitted to an Official List of Securities unless those Securities are also admitted to trading on an Authorised Market Institution.
            (6) The DFSA may, by Rules, prescribe any circumstances in which Securities admitted to an Official List of Securities need not comply with the requirement in Article 33(3).

          • 34. Objections or refusal by the DFSA to an admission of Securities to an Official Listof Securities

            (1) Where an Authorised Market Institution maintains an Official List of Securities, the DFSA may:
            (a) object to the admission of Securities to such an Official List of Securities; or
            (b) impose conditions or restrictions in respect of the admission of Securities to such an Official List of Securities, or vary or withdraw such conditions or restrictions,
            in the circumstances specified in Article 34(3).
            (2) Where the DFSA maintains an Official List of Securities, the DFSA may:
            (a) refuse an application for admission of Securities to such an Official List of Securities; or
            (b) impose conditions or restrictions, in respect of the admission of Securities to such an Official List of Securities, or vary or withdraw such conditions or restrictions,
            in the circumstances specified in Article 34(3).
            (3) The DFSA may exercise its powers under Article 34(1) or (2) where:
            (a) the DFSA reasonably considers, for a reason relating to the issuer of the Securities or to the Securities, that:
            (i) granting the Securities admission to an Official List of Securities would be detrimental to the interests of persons dealing in the relevant Securities using the facilities of an Authorised Market Institution or otherwise;
            (ii) any requirements in the listing rules as are applicable have not been or will not be complied with;
            (iii) any requirement imposed by the DFSA has not been or will not be complied with; or
            (iv) the issuer of the Securities has failed or will fail to comply with any obligations applying to it including those relating to having its Securities admitted to an Official List of Securities or listed or traded in another jurisdiction; or
            (b) it is in the interests of the DIFC to do so.
            (4) Where the DFSA objects to the admission of Securities to an Official List of Securities pursuant to Article 34(1)(a), such Securities shall not be admitted by an Authorised Market Institution to its Official List of Securities.
            (5) Where the DFSA imposes conditions or restrictions on the admission of Securities to an Official List of Securities pursuant to Article 34(1)(b), such Securities shall not be admitted by an Authorised Market Institution to its Official List of Securities unless there is compliance with those conditions and restrictions.
            (6) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 34(1) or (2). The DFSA may also give the Authorised Market Institution an opportunity to make representations under the procedures in Schedule 3 if it considers it appropriate to do so.
            (7) If the DFSA decides to exercise its power under Article 34(1) or (2), the applicant or the Authorised Market Institution may refer the matter to the FMT for review.

          • 35. Suspending and delisting Securities from an Official List of Securities

            (1) The DFSA or an Authorised Market Institution may, in accordance with its listing rules, suspend or delist Securities from its Official List of Securities with immediate effect or from such date and time as may be specified where it is satisfied that there are circumstances that warrant such action or it is in the interests of the DIFC.
            (2) The DFSA may direct an Authorised Market Institution to suspend or delist Securities from an Official List of Securities with immediate effect or from such date and time as may be specified if it is satisfied there are circumstances that warrant such action or it is in the interests of the DIFC.
            (3) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article. The DFSA shall give both the Reporting Entity and the Authorised Market Institution an opportunity to make representations under the procedures in that Schedule.
            (4) If the DFSA decides to exercise its power under this Article, the Reporting Entity or the Authorised Market Institution may refer the matter to the FMT for review.
            (5) The DFSA may withdraw a direction made under Article 35(2) at any time.
            (6) Securities that are suspended from an Official List of Securities are still admitted to an Official List of Securities for the purposes of Parts 3 and 4 of this Law.
            (7) The DFSA may, by Rules, prescribe any additional requirements or procedures relating to the delisting or suspension of Securities from or restoration of Securities to an Official List of Securities.

          • 36. [Deleted]

        • Chapter 3 — Recognition

          • 37. Recognised Status

            (1) The DFSA shall, by Rules, permit an Authorised Market Institution to admit as a member a recognised member.
            (2) A person which operates an exchange, clearing house or alternative trading system from a place of business outside the DIFC (the "operator") shall not provide direct access to its facilities to persons in the DIFC unless such operator is admitted to the list of recognised persons maintained by the DFSA pursuant to Article 37(4).
            (3) For the purposes of this Law:
            (a) "recognised body" means a person which operates an exchange, clearing house or alternative trading system in a jurisdiction other than the DIFC which has been admitted to, and appears on, the list of recognised bodies maintained by the DFSA pursuant to this Article;
            (b) "recognised member" means a person located in a jurisdiction other than the DIFC which has been admitted to, and appears on, the list of recognised members maintained by the DFSA pursuant to this article; and
            (c) "recognised person" means a recognised body or a recognised member.
            (4) The DFSA shall maintain a list of recognised bodies and recognised members (the "list of recognised persons") for the purposes of this Article.
            (5) The DFSA may only admit a person to its list of recognised persons if it appears to the DFSA that such a person satisfies and will continue to satisfy the recognition criteria prescribed for the purposes of this Article.
            (5A) The DFSA may refuse to admit a person to its list of recognised persons if it appears to the DFSA that the person does not satisfy or will not continue to satisfy the criteria referred to in Article 37(5).
            (6) The DFSA shall, by Rules, prescribe the initial and ongoing criteria which a person must satisfy in order to be, and continue to be, a recognised person (the "recognition criteria");
            (7) If it is necessary or desirable in pursuit of its objectives, the DFSA may remove a person from its list of recognised persons in the circumstances and manner prescribed in the Rules made for the purposes of this Article.
            (8) The DFSA may make Rules regarding any definition, requirement or other matter which the DFSA considers necessary to give effect to the requirements, purpose or intent of this Article.
            (9) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 37(5A) or Article 37(7).
            (10) If the DFSA decides to exercise its power under Article 37(5A) or Article 37(7), the person may refer the matter to the FMT for review.

      • Part 4: Obligations of Reporting Entities

        • Chapter 1: Definitions

          • 38. Definition of a Reporting Entity

            (1) A person is, subject to Article 38(3), a Reporting Entity if the person:
            (a) has or had Securities admitted to an Official List of Securities at any time;
            (b) has made an Offer of Securities to the Public other than in relation to Units of a Fund;
            (c) merges with or acquires a Reporting Entity referred to in Article 38(1)(a) or (b); or
            (d) is declared by the DFSA pursuant to Article 38(4) to be a Reporting Entity.
            (2) For the purposes of Article 38(1)(a):
            (a) in the case of a Fund where the Units are or have been included in an Official List of Securities (a "Listed Fund"):
            (i) a reference to a Reporting Entity is a reference to the Fund Manager of that Fund or such other person as the DFSA may declare (who may also be called a "Reporting Entity of the Listed Fund"); and
            (ii) any obligations of a Reporting Entity are, unless the context requires otherwise, obligations in respect of the Listed Fund; and
            (b) for avoidance of doubt, a person does not become a Reporting Entity of a Listed Fund by merely offering the Units of the Fund to the public, unless the Units are also admitted to an Authorised Market Institution.
            (3) A person is not a Reporting Entity:
            (a) if the person is:
            (i) an Exempt Offeror; or
            (ii) has made an Offer of Securities to the Public where that offer is an Exempt Offer;
            (b) if:
            (i) the person previously had Securities admitted to an Official List of Securities but currently has no Securities admitted to an Official List of Securities;
            (ii) the current holders of at least seventy five per cent of the Securities of the Reporting Entity or the Listed Fund, as is relevant, have agreed in writing that the person is no longer needed to be a Reporting Entity; and
            (iii) the DFSA has confirmed in writing upon being notified of the grounds referred to in Article 38(3)(b)(i) and (ii) that the person need no longer be a Reporting Entity; or
            (c) in the case of a person referred to in Article 38(1)(a),(b) or (c), if that person is declared by the DFSA pursuant to Article 38(4)(a)(ii) not to be a Reporting Entity.
            (4) The DFSA may upon application of a person or on its own initiative:
            (a) declare in writing that a person is:
            (i) a Reporting Entity; or
            (ii) not a Reporting Entity; and
            (b) impose such conditions or restrictions as it considers appropriate in respect of such a declaration.
            (5) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 38(4).
            (6) If the DFSA decides to exercise its power under Article 38(4), the person may refer the matter to the FMT for review.
            (7) The DFSA may, by Rules, prescribe requirements applicable to Reporting Entities including any circumstances in which such requirements may not apply to certain Reporting Entities.
            (8) The DFSA may, by Rules, extend the requirements applicable to a Reporting Entity to any person who intends to undertake any activity specified in Article 38(1)(a), (b) or (c) where it considers appropriate to do so.
            (9) A reference to a Reporting Entity in the Law and the Rules made for the purposes of the Law includes, except where otherwise provided or the context implies otherwise, a person intending to have Securities admitted to trading on an Authorised Market Institution.

        • Chapter 2: Governance of Reporting Entities

          • 39. Corporate governance

            (1) A Reporting Entity shall have a corporate governance framework which is adequate to promote prudent and sound management of the Reporting Entity in the long-term interest of the Reporting Entity and its shareholders.
            (2) For the purposes of the requirement in Article 39(1), the DFSA shall, by Rules, prescribe:
            (a) corporate governance principles and standards that apply to a Reporting Entity, including any requirements applicable to its board of Directors and individual members, controllers, employees or any other person as appropriate;
            (b) requirements relating to fair treatment of shareholders; and
            (c) provisions to address conflicts of interests.
            (3) The DFSA may, by Rules, prescribe any circumstances in which such requirements do not apply to certain Reporting Entities.

        • Chapter 3 — Market Disclosure

          • 40. Database

            (1) The DFSA shall establish and maintain an electronic data gathering, analysis and retrieval system (the "database") for the receipt and storage of information filed or disclosed under this Part and any Rules made under this Part. The database is for the purpose of making information available to the public except where such information is confidential as prescribed in the Rules.
            (2) The DFSA may delegate to any person all or part of any function in Article 40(1) where it is satisfied that there are appropriate safeguards to ensure integrity and safety of the information and any applicable data protection requirements.

          • 41. Continuous disclosures

            (1) A Reporting Entity shall, subject to Article 41(4), make disclosures to the market of information specified by the DFSA in the circumstances prescribed by the Rules.
            (2) Without limiting the generality of Article 41(1), the DFSA shall, by Rules, prescribe the type of information and the circumstances in which such information shall be disclosed including:
            (a) financial information;
            (b) inside information as defined in Article 63(1)(a); and
            (c) any other information or material change which occurs in relation to a Reporting Entity.
            (3) Where information is required to be disclosed pursuant to Article 41(1), the Reporting Entity shall:
            (a) issue a release of information to the market disclosing the information; and
            (b) file a report with the DFSA,
            in the manner prescribed by the Rules.
            (4) Where a Reporting Entity has failed to publish information required to be published pursuant to Article 41(1) and the Rules made for the purposes of this Article, the DFSA may publish such information in a manner considered appropriate by the DFSA.
            (5) The DFSA may, by Rules, prescribe the circumstances in which a Reporting Entity need not comply with the disclosure requirement in Article 41(1).

          • 42. Disclosures by connected persons

            (1) A person who becomes a connected person of a Reporting Entity shall file with the DFSA and the relevant Reporting Entity a report that meets the requirements prescribed in the Rules made for the purposes of this Article.
            (2) The DFSA shall, by Rules, prescribe:
            (a) when a person is regarded as a "connected person" of a Reporting Entity;
            (b) events that trigger the requirement to file the report referred to in Article 42(1) ("the report");
            (b) the content and the manner of filing of the report;
            (c) when a person is, or is not, a connected person of a Reporting Entity or a Listed Fund; and
            (d) any other matter that is necessary or incidental for the purpose of giving effect to the requirements relating to the report.

          • 43. Disclosure of material interests

            (1) A person who has a material interest in or relating to a Reporting Entity or a Listed Fund shall give a notice relating to that interest ("notice") in the manner and form prescribed by the Rules.
            (2) For the purposes of Article 43(1), the DFSA shall, by Rules, prescribe:
            (a) what constitutes a "material interest";
            (b) persons required to give the notice;
            (c) persons to whom the notice is required to be given, including any circumstances in which such a notice is not required;
            (d) the content and the manner of giving the notice; and
            (e) any other matter that is necessary or incidental for the purpose of giving effect to the requirements relating to the notice.

        • Chapter 5 — Financial Reports

          • 44. Annual financial report

            A Reporting Entity shall prepare and file with the DFSA an annual financial report in accordance with the requirements prescribed in the Rules.

          • 45. Interim financial report

            (1) A Reporting Entity shall, subject to Article 45(2), prepare and file with the DFSA:
            (a) a semi-annual financial report ; and
            (b) any other financial statements required by the DFSA.
            (2) The DFSA may, by Rules, prescribe the circumstances in which a Reporting Entity:
            (a) is not required to file a semi-annual financial report; or
            (b) is required to file any other financial statements pursuant to Article 45(1)(b).

          • 46. Auditor's report

            (1) Each annual financial report referred to in Article 44 shall be accompanied by a report of the auditor of the Reporting Entity in accordance with the requirements prescribed in the Rules.
            (2) The report produced in accordance with Article 46(1) shall state whether in the auditor's opinion the financial statements required by Article 44 represent a true and fair view of the financial position of the Reporting Entity.

          • 47. Supply of financial statements

            Upon a request from a holder of its Securities, a Reporting Entity shall, within 14 days of the request, make a copy of the financial report filed under Article 44 or 45 available to the holder.

          • 48. Public Listed Companies

            A Reporting Entity which is a Public Listed Company shall have a Registered Auditor appointed in accordance with Part 8 of the Regulatory Law 2004 and any Rules made for the purposes of that Part.

        • Chapter 6 — Sponsors and Compliance Advisers

          • 49. Appointment of Sponsors or Compliance Advisers

            (1) The DFSA may require that a Reporting Entity appoint a sponsor, compliance adviser or other expert adviser on such terms and conditions as it considers appropriate.
            (2) The DFSA may, by Rules, prescribe:
            (a) the circumstances in which a Reporting Entity is required to appoint a sponsor, compliance adviser or other expert adviser;
            (b) the requirements applicable to the Reporting Entity and a person appointed as a sponsor, compliance adviser or other expert adviser; and
            (c) any other matter necessary to give effect to such appointments.
            (3) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under Article 49(1).
            (4) If the DFSA decides to exercise its power under Article 49(1), the Reporting Entity may refer the matter to the FMT for review.

        • Chapter 7 — Miscellaneous

          • 50. DFSA powers

            (1) The DFSA may, if it is satisfied that it is in the interest of the DIFC to do so:
            (a) direct a Reporting Entity to disclose specified information to the market or take such other steps as the DFSA considers appropriate; or
            (b) impose on a Reporting Entity any additional continuing obligations,
            on such terms and conditions as determined by the DFSA.
            (2) The procedures in Schedule 3 to the Regulatory Law 2004 apply to a decision of the DFSA under this Article.
            (3) If the DFSA decides to exercise its power under this Article, the Reporting Entity may refer the matter to the FMT for review.

      • Part 5: Takeovers

        • 51. Purpose of this Part

          The purpose of this Part, and of Takeover Rules made for the purpose of this Part, is to:

          (a) ensure that where a Takeover takes place, it does so in an efficient, competitive, fair and informed market;
          (b) ensure that shareholders are treated fairly and shareholders of the same class are treated the same; and
          (c) provide an orderly framework within which a Takeover is conducted.

        • 52. Takeover Rules

          The DFSA shall make Rules known as the Takeover Rules prescribing the procedures for and obligations of persons in respect of a Takeover of a Reporting Entity.

        • 53. Takeover Principles

          (1) The DFSA shall make Takeover Rules prescribing a set of Takeover principles relating to, but not limited to:
          (a) treatment of shareholders and of classes of shareholders in a Takeover;
          (b) adequacy of time and of information provided to shareholders to enable proper consideration of a Takeover bid;
          (c) avoidance of the creation of false markets; and
          (d) avoidance of oppression of minorities.
          (2) A person who is involved in a Takeover of a Reporting Entity shall comply with and observe the spirit and the wording of the Takeover principles.

      • Part 6: Prevention of Market Abuse

        • Chapter 1 — Market Abuse

          • 54. Fraud and market manipulation

            A person shall not, in the DIFC or elsewhere, by any means, directly or indirectly, engage or participate in any act, practice or course of conduct relating to Investments that the person knows or reasonably ought to know:

            (a) results in or contributes to, or may result in or contribute to, a false or misleading impression as to the supply of, demand for or price of one or more Investments;
            (b) creates or is likely to create an artificial price for one or more Investments; or
            (c) perpetrates a fraud on any person.

          • 55. False or misleading statements

            A person shall not, in the DIFC or elsewhere, disseminate information by any means which gives, or is likely to give, a false or misleading impression as to one or more Investments when such person knows or could reasonably be expected to know that the information is false or misleading.

          • 56. Use of fictitious devices and other forms of deception

            A person shall not, in the DIFC or elsewhere, engage in any activity or conduct in relation to Investments, which consists of effecting transactions or orders to trade which employ fictitious devices or any other form of deception or contrivance.

          • 57. False or Misleading conduct and distortion

            A person shall not, in the DIFC or elsewhere, engage in any activity or conduct in relation to Investments, which does not fall under Articles 54, 55 or 56, that:

            (a) gives a false or misleading impression as to the supply of, or demand for, or as to the price of one or more Investments; or
            (b) would distort, or would be likely to distort, the market for one or more Investments; and
            (c) is likely to be regarded by market participants as a failure on the part of the person concerned to observe the standard of behaviour reasonably expected of a person in his position in relation to the market.

          • 58. Insider dealing

            (1) A person who is an insider shall not, in the DIFC or elsewhere, directly or indirectly, deal, or attempt to deal, in an Investment, or in a related investment, on the basis of inside information.
            (2) In this Article "Investment" does not include "commodity derivatives."

          • 59. Providing inside information

            (1) An insider shall not, other than in the necessary course of business, disclose inside information to another person.
            (2) An insider shall not procure another person to deal in the Investments or related investments in which the insider has inside information.
            (3) In this Article:

            "procure" includes:

            where a person induces or encourages another person by direct or indirect means.

          • 60. Inducing persons to deal

            A person shall not, in the DIFC or elsewhere, induce another person to deal in Investments:

            (a) by making or publishing a statement, promise or forecast if the person knows, or is reckless as to whether, the statement is misleading, false or deceptive;
            (b) by a concealment of material facts; or
            (c) by recording or storing information that the person knows to be false or misleading in a material respect or may be materially misleading.

          • 61. Misuse of information

            A person shall not, in the DIFC or elsewhere, engage in any activity or conduct in relation to Investments, which does not fall under Articles 58, 59 or 60:

            (a) by using information which is not generally available to market participants which, if available to a market participant, would be, or would be likely to be, regarded by him as relevant when deciding the terms on which transactions in Investments should be effected; and
            (b) is likely to be regarded by market participants as a failure on the part of the person concerned to observe the standard of behaviour reasonably expected of a person in his position in relation to the market.

          • 62. Application of provisions

            Articles 54 to 61 do not apply to conduct which occurs outside the DIFC unless the conduct affects the DIFC markets or users of the DIFC markets.

          • 63. Definitions for this Part

            (1) In this Part, in relation to Investments, or related investments,
            (a) "inside information" means information of a precise nature which:
            (i) is not generally available;
            (ii) relates, directly or indirectly, to one or more Reporting Entities or the issuer of the Investments concerned or to one or more of the Investments; and
            (iii) would, if generally available, be likely to have a significant effect on the price of the Investments or on the price of related investments; and
            (b) "insider" means a person who has inside information:
            (i) as a result of his membership of the board of Directors, or the Governing Body of the relevant Reporting Entity;
            (ii) as a result of his holding in the capital of the relevant Reporting Entity;
            (iii) as a result of having access to the information through the exercise of his employment, profession or duties;
            (iv) as a result of his criminal activities; or
            (v) which he has obtained by other means and which he knows, or could reasonably be expected to know, is inside information.
            (2) In Article 63(1)(a) information is precise if it:
            (a) indicates circumstances that exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur; and
            (b) is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of Investments or related investments.
            (3) In Article 63(1)(a)(iii), information would be likely to have a significant effect on price if and only if it is information of the kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.
            (4) For the purposes of Article 63(1)(a), information about a person's pending orders in relation to an Investment or related investment is also inside information.
            (5) In Article 63(1)(a)(i), information which can be obtained by research or analysis conducted by, or on behalf of, users of a market is to be regarded, for the purposes of this Part, as being generally available to them.
            (6) In this Part, in relation to an Investment (the "First Investment"), a "related investment" means another Investment whose price or value depends, in whole or in part, on the price or value of the First Investment.

        • Chapter 2 — Defences

          • 64. Defences for market manipulation, insider dealing and providing inside information

            (1) A person shall not be found to have contravened Article 54 if the person establishes that the conduct or practice the person engaged in was carried out in the performance of:
            (a) permitted price stabilisation; or
            (b) a purchase of the person's own shares,
            in accordance with the Rules.
            (2) A person shall not be found to have contravened Article 58 if:
            (a) the person establishes that he reasonably believed that the inside information had been disclosed to the market in accordance with this Law or the Rules;
            (b) the dealing occurred in the legitimate performance of an underwriting agreement for the Investments or related investments in question;
            (c) the dealing occurred in the legitimate performance of its functions as a liquidator or receiver;
            (d) the dealing is undertaken solely in the course of the legitimate performance of his functions as a market maker;
            (e) the person executes an unsolicited client order in Investments or related investments while in possession of inside information without contravening Article 59 or otherwise advising or encouraging the client in relation to the transaction;
            (f) the dealing is undertaken legitimately and solely in the context of that person's public takeover bid for the purpose of gaining control of that Reporting Entity or proposing a merger with that Reporting Entity; or
            (g) the sole purpose of the Reporting Entity acquiring its own shares was to satisfy a legitimate reduction of share capital or to redeem Securities in accordance with the Rules.
            (3) A person shall not be found to have contravened Article 59 if:
            (a) the person establishes that the information was disclosed by him in accordance with any requirement of the law or a court order; or
            (b) the person establishes that he reasonably believed that the inside information had been disclosed to the market in accordance with this Law or the Rules.

          • 65. Chinese wall arrangements

            A person does not contravene Article 58 by dealing in Investments or related investments if:

            (a) it had in operation at that time an effective information barrier which could reasonably be expected to ensure that the inside information was not communicated to the person or persons who made the decision to deal and that no advice with respect to the transaction or agreement was given to that person or any of those persons by an insider; and
            (b) the information was not communicated and no such advice was given.

      • Part 7: Proceedings

        • 66. [Deleted]

        • 67. [Deleted]

        • 68. Orders in the interests of the DIFC

          (1) The Court, on the application of the DFSA, may make one or more of the following orders in relation to a person, irrespective of whether a contravention of this Law or the Rules made for the purposes of this Law has occurred, if it is satisfied that it is in the interest of the DIFC to make such an order:
          (a) an order restricting any conduct on such conditions or terms as the Court thinks fit;
          (b) an order that trading in any Investments cease permanently or for such period as is specified in the order;
          (c) an order that any exemptions contained in the Law or the Rules do not apply permanently or for such period as is specified in the order;
          (d) an order that a person submit to a review by the DFSA of his practices and procedures and institute such changes as may be directed by the DFSA;
          (e) an order in relation to activities relating to a Takeover Offer within the DIFC;
          (f) an order that a disclosure be made to the market;
          (g) an order that a person resign one or more positions that the person holds as a director or officer of a company;
          (h) an order that a person is prohibited from becoming or acting as a director or officer of any company;
          (i) an order that a person is prohibited from making offers of Securities in or from the DIFC;
          (j) an order that a person is prohibited from being involved in Reporting Entities, Listed Funds or Securities within the DIFC;
          (k) an order requiring a person to disgorge to the DFSA any amounts obtained as a result of the non-compliance with the Law or the Rules;
          (l) an order that a release, report, Prospectus, return, financial statement or any other document described in the order:
          (i) be provided by a person described in the order,
          (ii) not be provided by a person described in the order; or
          (iii) be amended by a person to the extent that amendment is practicable;
          (m) any order that the Court thinks fit, in order to maintain the integrity of the DIFC and ensure an efficient, honest, fair and transparent market; or
          (n) an order that a person must comply with a condition of a written notice referred to in Article 9(2) in a specified way.
          (2) The Court, on the application of the DFSA, may make interim and ex parte orders specified in Article 68(1) (a), (b), (c), (d), (e), (f), (l) and (m).
          (3) An order under Article 68(1) and (2) may be subject to such terms and conditions as the Court may impose.

        • 69. [Deleted]

      • Part 8: The Financial Markets Tribunal

        • 70. Jurisdiction of the FMT

          (1) The FMT has jurisdiction to hear and determine any regulatory proceedings in relation to:
          (a) an issue arising out of the supervision of an Authorised Market Institution other than a direction under Article 26(2);
          (b) an issue arising out of an offer of Securities arising under this Law;
          (c) an issue arising out of a takeover, takeover offer, merger or acquisition of shares; or
          (d) any matter that may be prescribed by law or the Rules for the purpose of this Article.
          (2) At the conclusion of such proceedings, the FMT may make a finding or declaration of unacceptable circumstances or a contravention of the Law or Rules, and may make one or more of the following orders, in addition to any orders it may make under Article 30 of the Regulatory Law 2004:
          (a) an order requiring a person to comply with this Law or the Rules;
          (b) an order in relation to the control or acquisition of Investments in or relating to a Reporting Entity;
          (c) an order in relation to the rights of shareholders or minority shareholders in a Reporting Entity; or
          (d) any consequential orders as the FMT sees fit following a finding or the making of a declaration.

        • 71. [Deleted]

      • Part 9: Miscellaneous

        • 72. Fees

          The DFSA may make Rules providing for the payment of fees to the DFSA as provided for in Article 16 of the Regulatory Law 2004.

        • 73. Filing of material with the DFSA

          The DFSA may by means of Rules:

          (a) require the filing of certain material;
          (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 DFSA;
          (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; and
          (e) prescribe the circumstances in which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose under the Law.

      • Schedule — Interpretation

        • 1. Rules of interpretation

          (1) In this Law, a reference to:
          (a) a statutory provision includes a reference to the statutory provision as amended or re-enacted from time to time;
          (b) a person includes any natural person, body corporate or body unincorporate, including a company, partnership, unincorporated association, government or state;
          (c) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in the Law, include publishing or causing to be published in printed or electronic form;
          (d) a day means, except where otherwise stated, a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official StateG holiday in the DIFCG , the obligation shall take place on the next calendar day which is a business day;
          (e) a calendar year shall mean a year of the Gregorian calendar;
          (f) the singular includes the plural; and
          (g) the masculine gender includes the feminine.
          (2) The headings in this Law shall not affect its interpretation.

        • 2. Legislation in the DIFC

          References to legislation and GuidanceG in this Law shall be construed in accordance with the following provisions:

          (a) Federal Law is law made by the federal government of the StateG ;
          (b) Dubai LawG is law made by the Ruler, as applicable in the Emirate of Dubai;
          (c) DIFCG Law is law made by the Ruler (including, by way of example, this Law), as applicable in the DIFCG ;
          (d) this Law is The Markets Law 2012 made by the Ruler;
          (e) the Rules are legislation made by the DFSAG for the purpose of this Law and are binding in nature;
          (f) GuidanceG is indicative and non-binding and may comprise (i) guidance made and issued by the Chief ExecutiveG as notations to the Rules; and (ii) any standard or code of practice issued by the DFSAG which has not been incorporated into the Rules; and
          (g) references to "legislation administered by the DFSAG " are references to DIFCG Law and Rules conferring functions and powers on the DFSAG .

        • 3. Defined Terms

          In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings:

          Term Definition
          Authorised Firm has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
          Authorised Market Institution has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
          Chief Executive has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
          Court The DIFCG Court as established under Dubai Law.
          DFSA The Dubai Financial Services Authority.
          DFSA Board of Directors the governing body of the DFSAG established under Chapter 2 of Part 2 of the Regulatory Law 2004.
          DIFC the Dubai International Financial Centre.
          DIFC Law has the meaning given in Article 2(c) of Schedule 1 to the Regulatory Law 2004.
          Exempt Offer has the meaning prescribed in the Rules made under this Law.
          Exempt Offeror a person specified in Article 13(2) of this Law and any person prescribed in the Rules made for the purposes of that Article.
          Financial Markets Tribunal the Financial Markets Tribunal referred to in Article 26 of the Regulatory Law 2004.
          FMT the Financial Markets Tribunal.
          Investments has the meaning prescribed in the Rules made under the Regulatory Law 2004.
          Law the Markets Law 2012.
          Licence a licence granted by the DFSAG under Chapter 2 of Part 3 of the Regulatory Law 2004.
          Official List of Securities a list of Securities maintained by an Authorised Market InstitutionG or the DFSAG in accordance with this Law and the Rules made for the purposes of this Law.
          Public Listed Company Has the meaning given in Article 3, Schedule 1 of the Regulatory Law 2004.
          Reporting Entity Has the meaning given to that term in Article 38 of this Law.
          Registered Auditor An auditor registered by the DFSAG in accordance with Part 8 of the Regulatory Law 2004.
          Ruler the ruler of the Emirate of Dubai.
          Rules has the meaning given in Article 2 of Schedule 1 of the Regulatory Law 2004.
          Securities has the meaning prescribed in the Rules made under the Regulatory Law 2004.
          State United Arab Emirates
          Takeover takeover and merger transactions however effected, including schemes of arrangements which have similar commercial effect to takeovers and mergers, partial bids, bid by a parent company for shares in its subsidiary and (where appropriate) share repurchases by general bid.

    • Regulatory Law

      Consolidated Version of the

      Regulatory Law
      DIFC Law No.1 of 2004

      which was enacted and came into force on 16 September 2004
      and was subsequently amended by :

      DIFC Laws Amendment Law,
      DIFC Law No.2 of 2005,
      on 19 April 2005;
      Regulatory Law Amendment Law,
      DIFC Law No.3 of 2005
      on 19 April 2005;
      Regulatory Law Amendment Law
      (Collective Investment),
      DIFC Law No.2 of 2006
      on 18 April 2006;
      Regulatory Law Amendment Law
      (Investment Trust)
      DIFC Law No.7 of 2006
      on 1 August 2006;
      Regulatory Law Amendment Law
      DIFC Law No.8 of 2006
      on 29 November 2006;
      DIFC Laws Amendment Law 2007,
      DIFC Law No.2 of 2007
      on 15 February 2007 and;
      Regulatory Law Amendment Law,
      DIFC Law No. 3 of 2007
      on 27 May 2007 and;
      DIFC Laws Amendment Law,
      DIFC Law No.2 of 2008
      on 14 September 2008 and;
      DIFC Laws Amendment Law,
      DIFC Law No. 1 of 2010
      on 2 May 2010 and;
      DIFC Laws Amendment Law,
      DIFC Law No. 3 of 2010
      on 11 July 2010 and;
      Regulatory Law Amendment Law,
      DIFC Law No. 1 of 2011
      on 28 April 2011 and;
      Regulatory Law Amendment Law,
      DIFC Law No. 2 of 2011
      on 27 December 2011 and;
      Regulatory Law Amendment Law,
      DIFC Law No. 2 of 2012
      on 5 July 2012; and
      DIFC Laws Amendment Law,
      DIFC Law No.7 of 2012,
      on 23 December 2012; and
      DIFC Laws Amendment Law,
      DIFC Law No.2 of 2013,
      on 5 January 2014; and
      DIFC Laws Amendment Law,
      DIFC Law No.1 of 2014,
      on 21 August 2014.

      • Part 1: General

        • 1. Title

          This Law may be cited as the "Regulatory Law 2004".

        • 2. Legislative Authority

          This Law is made by the Ruler of Dubai.

        • 3. Application of the Law

          This Law applies in the jurisdiction of the Dubai International Financial Centre.

        • 4. Date of Enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 5. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

        • 6. Interpretation

          Schedule 1 contains:

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

      • Part 2: The DFSA

        • Chapter 1 — The Structure of the DFSA

          • 7. The DFSA

            (1) The DFSA is a body established under Dubai Law.
            (2) The DFSA 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 DFSA 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 DFSA

            (1) The DFSA has such functions and powers as are 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 Ruler.
            (2) The DFSA has power to do whatever it deems necessary for or in connection with, or reasonably incidental to, performing its functions and exercising its powers conferred in accordance with (1).
            (3) In performing its functions and exercising its powers, the DFSA shall pursue the following objectives:
            (a) to foster and maintain fairness, transparency and efficiency in the financial services industry (namely, the financial services and related activities carried on) in the DIFC;
            (b) to foster and maintain confidence in the financial services industry in the DIFC;
            (c) to foster and maintain the financial stability of the financial services industry in the DIFC, including the reduction of systemic risk;
            (d) to prevent, detect and restrain conduct that causes or may cause damage to the reputation of the DIFC or the financial services industry in the DIFC, through appropriate means including the imposition of sanctions;
            (e) to protect direct and indirect users and prospective users of the financial services industry in the DIFC;
            (f) to promote public understanding of the regulation of the financial services industry in the DIFC;
            (g) to foster and maintain the objectives of the DIFC under Dubai Law in relation to the exercise or performance of any powers or functions conferred upon the DFSA by Dubai Law or DIFC Law; and
            (h) to pursue any other objectives as the Ruler may from time to time set under DIFC Law.
            (4) In exercising its powers and performing its functions, the DFSA shall take into consideration the following guiding principles, being the desirability of:
            (a) pursuing the objectives of the DIFC as set out under Dubai Law in so far as it is appropriate and proper for the DFSA to do so;
            (b) fostering the development of the DIFC as an internationally respected financial centre;
            (c) co-operating with and providing assistance to regulatory authorities in the State and other jurisdictions;
            (d) minimising the adverse effects of the activities of the DFSA on competition in the financial services industry;
            (e) using its resources in the most efficient way;
            (f) ensuring the cost of regulation is proportionate to its benefit;
            (g) exercising its powers and performing its functions in a transparent manner; and
            (h) complying with relevant generally accepted principles of good governance.

          • 9. Structure of the DFSA

            The DFSA shall be made up of:

            (a) the Chairman of the DFSA;
            (b) the DFSA Board of Directors;
            (c) the Financial Markets Tribunal appointed by the DFSA Board of Directors;
            (d) the Chief Executive and members of his staff; and
            (e) any DFSA committees as may be duly appointed from time to time.

          • 10. Independent Review of the DFSA

            (1) The President may appoint an independent person to review and report to the President on any aspect of the efficiency and effectiveness of the DFSA in the use of its resources.
            (2) The President 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 DFSA.
            (4) Such person shall be entitled reasonably to require from the officers, employees and agents of the DFSA 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 DFSA to the President

            (1) The DFSA shall provide the President 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 DFSA and shall relate to its previous financial year.
            (3) Such report shall be published by the DFSA without undue delay, or within such time period as the President otherwise directs.

          • 12. Liability

            (1) Subject to Article 12(2), the DFSA may be sued in its own name.
            (2) Neither the DFSA nor any officer, director, DFSA tribunal or committee member, employee, delegate or agent of the DFSA 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 DFSA or any power or function delegated to the DFSA.
            (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 DFSA commences on 1 January in each calendar year or such other date as the President may specify.
            (2) The first financial year of the DFSA 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 DFSA shall not be subject to taxation.

          • 15. Record Keeping

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

          • 17. The Annual Budget of the DFSA

            (1) The DFSA shall submit to the President for his approval estimates of the annual income and expenditure of the DFSA 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 DFSA.
            (3) The DFSA shall submit such estimates to the President for his approval not later than the end of the financial year.
            (4) The President may on reasonable grounds reject such estimates within 30 days of receiving them, such rejection to be addressed in writing with reasons to the DFSA.
            (5) Unless the estimates have been approved by the President 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 DFSA shall keep proper accounts of its financial activities.
            (2) The DFSA 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 DFSA in its Rules.
            (3) Such financial statements shall in any event give a true and fair view of the financial activities of the DFSA 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 DFSA Board of Directors and, where appropriate to do so, approved by the DFSA Board of Directors.
            (5) In this Article 'preceding year' does not include any financial year ending before the end of 2003.

          • 19. Audit

            (1) The DFSA Board of Directors shall appoint auditors to conduct an audit in relation to each financial year of the DFSA.
            (2) The DFSA 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 DFSA Board of Directors.
            (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 DFSA 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 DFSA.
            (6) The auditors shall be entitled reasonably to require from the officers, employees and agents of the DFSA 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 DFSA Board of Directors

          • 20. The Powers and Functions of the DFSA Board of Directors

            (1) The general powers and functions of the DFSA Board of Directors are to:
            (a) ensure that the DFSA exercises its statutory powers and performs its statutory functions in accordance with its objectives;
            (b) make policies relating to the regulation of financial services and related activities and any other matters over which the DFSA has exclusive jurisdiction;
            (c) review the performance of the Chief Executive;
            (d) give the Chief Executive written directions as to the furtherance of any of the DFSA's objectives or the performance of any of the Chief Executive's statutory functions. Such written directions shall not constitute Rules;
            (e) arrange for the DFSA 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 State is a party; and
            (f) accept a delegation of powers or functions from another person pursuant to Dubai Law.
            (2) The legislative powers and functions of the DFSA Board of Directors are, so far as is reasonably practicable, to:
            (a) review and, where appropriate, submit draft laws to the President 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 DFSA; and
            (d) make written submissions to the President 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 DFSA Board of Directors may delegate to a committee of the DFSA Board of Directors or to the Chief Executive such of its powers or functions as may appropriately and more efficiently and effectively be exercised or performed by such committee or the Chief Executive.
            (4) The DFSA Board of Directors may act through the Chairman of the DFSA.

          • 21. Chairman of the DFSA and Membership of the DFSA Board of Directors

            (1) The President shall appoint a person to be the Chairman of the DFSA for a fixed term.
            (2) The President may reappoint the Chairman for a further fixed term.
            (3) The Chairman may be dismissed only by the President for just cause in accordance with DIFC Law.
            (4) The President shall appoint persons to be members of the DFSA Board of Directors for fixed terms.
            (5) The President may reappoint a Board Member for a further fixed term.
            (6) A Board Member may be dismissed only by the President for just cause in accordance with DIFC Law and only after consulting the Chairman.
            (7) The Chairman of the DFSA shall be a Board Member and Chairman of the Board.
            (8) The Chief Executive shall be a Board Member but shall not be appointed as Chairman of the DFSA.
            (9) No member of the staff of the Chief Executive shall be appointed as a Board Member.
            (10) For the purposes of determining whether a person may be dismissed for just cause under this Article and Article 22, just cause means inability, incapacity or misbehaviour.

          • 22. The Chief Executive

            (1) The DFSA Board of Directors, by a majority resolution of two thirds of all members of the DFSA Board of Directors, shall appoint a person to be the Chief Executive of the DFSA for a fixed term and may reappoint the Chief Executive of the DFSA for a further fixed term.
            (2) The DFSA Board of Directors, by a majority resolution of two thirds of all members of the DFSA Board of Directors may dismiss the Chief Executive for just cause in accordance with DIFC Law.
            (3) The DFSA Board of Directors shall consult the President prior to appointing, renewing the appointment of or dismissing the Chief Executive.

        • Chapter 3 — Rules

          • 23. Power to Make Rules

            (1) The DFSA Board of Directors may make Rules in respect of any matters related to the objectives, powers or functions of the DFSA or which facilitate the administration of, or further the purpose of, any law administered by the DFSA. This power shall be exercised by the DFSA Board of Directors.
            (2) In particular, the DFSA Board of Directors 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 an Authorised Market Institution in the DIFC, including but not limited to:
            (i) notification to and approval by the DFSA 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 DFSA 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 DFSA Board of Directors issues a standard or code of practice, the DFSA Board of Directors 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.
            (4) Where any legislation made under this Law purports to be made in exercise of a particular power or powers, it shall be taken also to be made in the exercise of all powers under which it may be made.

          • 24. Publication of Draft Rules

            (1) The DFSA 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 DFSA 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 DFSA Board of Directors may otherwise determine.
            (4) Articles 24(1), (2) and (3) shall not apply if the DFSA Board of Directors concludes that:
            (a) any delay likely to arise under such Articles is prejudicial to the interests of the DIFC; or
            (b) the draft Rules are amendments to correct anomalies or typographical errors in the legislation or are merely consequential in nature and in all cases do not alter the policy set forth in the relevant legislation.
            (5) Any period of time during which the DFSA 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 DFSA 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 DFSA may, without limiting any other powers that the DFSA 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 DFSA 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 DFSA 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 DFSA 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.

        • [Deleted]

          • [Deleted]

          • [Deleted]

          • [Deleted]

          • [Deleted]

          • [Deleted]

        • Chapter 4 — The Financial Markets Tribunal

          • 26. Constitution of the Financial Markets Tribunal

            (1) The DFSA shall maintain a tribunal of the DFSA called the Financial Markets Tribunal (referred to as the “FMT”).
            (2) The DFSA Board of Directors:
            (a) shall appoint persons for fixed terms to serve as the president and other members of the FMT; and
            (b) may reappoint the president or any of the members for further fixed terms.
            (3) None of the following persons shall be the president or a member of the FMT:
            (a) the Chairman of the DFSA;
            (b) the Chief Executive of the DFSA; or
            (c) any other Board Member, director, officer, employee or agent of the DFSA or of any other agency or body of the DIFC established under Dubai Law.
            (4) The president and members of the FMT shall have relevant qualifications, expertise and experience in the regulatory aspects of financial services and related activities.
            (5) The DFSA Board of Directors may dismiss the president or any of the members of the FMT for just cause. For the purpose of this Article, just cause means inability, incapacity or misbehaviour.

          • 27. Powers and Functions of the FMT

            (1) The powers and functions of the FMT are to hear and determine references and other proceedings as specified in Chapter 5 of Part 2.
            (2) The FMT may do whatever it deems necessary for or in connection with, or reasonably incidental to, performing its functions and exercising its powers conferred for the purposes of Article 27(1), including the giving of directions as to practice and procedure to be followed in the FMT in the hearing and determination of references or other proceedings.
            (3) The president of the FMT may establish one or more panels of the FMT to exercise the powers and perform the functions of the FMT.
            (4) The president of the FMT or the chairman of a panel appointed to hear and determine a reference or other proceeding may make any procedural order or order granting interim relief that the FMT has the power to make.
            (5) For the purpose of a reference or other proceeding, the president of the FMT or the chairman of a panel appointed to hear and determine the proceeding:
            (a) may appoint one or more persons, who shall be independent and an expert in their field, to assist the FMT in deciding any of the issues arising in the proceeding, including assistance in the examination of the parties' witnesses; and
            (b) shall provide the parties with an opportunity to make submissions on the expert's assistance and shall record in its decision the issues on which, and the extent to which, such assistance was relied upon by the FMT.
            (6) Subject to the Law and Rules, the FMT may make rules of procedure governing the commencement, hearing and determination of references and other proceedings, including as to:
            (a) rules of evidence;
            (b) the manner in which powers may be exercised;
            (c) the manner in which conflicts of interest of members of the FMT may be prevented;
            (d) the manner in which an FMT appointed expert may provide assistance to the FMT;
            (e) notification to the Chief Executive of the commencement of a reference or other proceeding; and
            (f) the manner in which the Chief Executive may appear and be heard in the reference or other proceeding.

        • [Deleted]

          • [Deleted]

          • [Deleted]

          • [Deleted]

          • [Deleted]

          • [Deleted]

        • Chapter 5 — Proceedings in the Financial Markets Tribunal

          • 28. Definitions

            In this Chapter, unless the context provides otherwise:

            (a) an "officer, employee or agent" of a person includes a person who proposes to become an officer, employee or agent of a person; and
            (b) a "proceeding" is:
            (i) a reference;
            (ii) a regulatory proceeding; or
            (iii) an application by the DFSA to the FMT for the payment or reimbursement of costs and expenses of an investigation under Article 79;
            (c) a "reference" is a proceeding before the FMT to review a decision of the DFSA under this Article;
            (d) a "regulatory proceeding" is a proceeding before the FMT to hear and determine an issue of a regulatory nature as prescribed under the Law or the Rules or any other legislation administered by the DFSA.

          • 29. References

            (1) The FMT has jurisdiction to hear and determine any reference where a provision of legislation administered by the DFSA or a provision in or made under a DIFC Law provides that a matter may be referred to the FMT for review.
            (2) A person may commence a reference to the FMT only in circumstances where the FMT has jurisdiction to hear and determine the reference under this Article.
            (3) A reference must be commenced:
            (a) within 30 days of the relevant decision of the DFSA; or
            (b) within such further period not exceeding 30 days as may be approved by the FMT where it is satisfied that such approval is appropriate in the circumstances.
            (4) At the conclusion of a reference, the FMT may do one or more of the following:
            (a) affirm the original decision of the DFSA which is the subject of the reference;
            (b) vary that original decision;
            (c) set aside all or part of that original decision and make a decision in substitution;
            (d) decide what, if any, is the appropriate action for the DFSA to take and remit the matter to the Chief Executive;
            (e) make such order in respect of any matter or any of the parties which it considers appropriate or necessary in the interests of the DFSA's regulatory objectives or otherwise in the interests of the DIFC; or
            (f) issue directions for giving effect to its decision, save that such directions may not require the DFSA to take any step which it would not otherwise have the power to take.

          • 30. Regulatory proceedings

            (1) The FMT has jurisdiction to hear and determine any regulatory proceeding where a provision of the Law, the Rules, or any other legislation administered by the DFSA provides that the FMT may hear and determine a regulatory proceeding relating to a matter.
            (2) The DFSA or any other person may commence a regulatory proceeding in the FMT only in circumstances where the FMT has jurisdiction pursuant to this Article to hear and determine the matter.
            (3) A regulatory proceeding may be brought either:
            (a) by the DFSA; or
            (b) by another person with:
            (i) sufficient interest in the matter to which the regulatory proceeding relates; and
            (ii) the consent of the DFSA or, where such consent is denied, the consent of the FMT.
            (4) At the conclusion of a regulatory proceeding, the FMT may do one or more of the following:
            (a) declare that a person has committed a contravention of a specified provision;
            (b) impose a fine on a person in respect of a contravention, of such amount as it considers appropriate;
            (c) censure the person by any means, including by way of publishing a notice of censure;
            (d) make an order requiring the person to effect restitution or compensate any other person for such period and on such terms as the FMT may direct;
            (e) make an order requiring the person to account, in such form and on such terms as the FMT may direct, for such amounts as the FMT determines to be profits arising from wrongdoing or any other form of unjust enrichment as determined by the FMT;
            (f) make an order requiring the person to cease and desist from such activity as the FMT may stipulate;
            (g) make an order requiring the person to do an act or thing;
            (h) make an order prohibiting the person from holding office at any body corporate carrying on business in the DIFC; or
            (i) make a finding, declaration or order of a type prescribed under the Law, Rules or any other legislation administered by the DFSA.

          • 31. Conduct of proceedings

            (1) A person shall commence a proceeding by giving the FMT a written notice in the form provided for in the rules of procedure of the FMT.
            (2) Subject to Article 31(4), on the commencement of a proceeding, the president of the FMT shall, without undue delay:
            (a) select and appoint a panel of one or more members of the FMT to exercise the powers and perform the functions of the FMT to hear and determine the matter; and
            (b) appoint a panel member to be the panel chairman.
            (3) For the purpose of Article 31(2), the president of the FMT may appoint himself as the chairman or as a member of a panel in a proceeding.
            (4)
            (a) Where:
            (i) a proceeding is commenced before the FMT;
            (ii) there are common parties or there is a common question of law or fact in any other proceeding commenced before the FMT; and
            (iii) the president of the FMT is satisfied that it is in the interests of justice and efficiency and is in the interests of the DIFC to make a direction under this Article;
            the president of the FMT may direct that:
            (iv) the proceedings be consolidated, heard and determined by the FMT constituted as a single panel, on such terms as the president may direct;
            (v) the proceedings are to be heard at the same time, or one following another; or
            (vi) a proceeding is to be stayed until the determination of another proceeding.
            (b) Where two or more original proceedings are consolidated into a single proceeding under Article 31(4)(a), the FMT panel constituted for the consolidated proceeding shall, in hearing and determining issues relevant to each of the original proceedings, have the same powers in relation to those issues as the FMT panel would have had in the original proceedings.
            (5) In hearing and determining a proceeding, the FMT may:
            (a) receive and consider any evidence by way of oral evidence, written statements or documents, even if such evidence may not be admissible in civil or criminal proceedings in a court of law;
            (b) determine the manner in which such evidence is received by the FMT;
            (c) where the proceeding is a reference, consider any evidence relating to the subject-matter of the reference, whether or not such evidence was available to the DFSA at the time of the decision to which the reference relates;
            (d) 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 proceeding;
            (e) administer oaths;
            (f) 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 FMT considers appropriate for the purpose of the proceeding;
            (g) order a witness to provide evidence by sworn statement for the purpose of the proceedings;
            (h) order a person not to publish or otherwise disclose any material disclosed by any person to the FMT;
            (i) where the proceeding is a reference, stay the decision of the DFSA to which the reference relates and any related steps proposed to be taken by the DFSA until the FMT has determined the reference; and
            (j) exercise such other powers or make such other orders as the FMT considers necessary for or ancillary to the conduct of the proceeding or the performance of its function.
            (6) Proceedings and decisions of the FMT shall be heard and given in public unless the FMT orders otherwise, or its rules of procedure provide otherwise.
            (7) Any finding of fact in a proceeding shall be determined on the balance of probabilities.
            (8) A decision of the FMT may be taken by a majority.
            (9) At the conclusion of a proceeding, the FMT may also 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.
            (10) Where the FMT makes an order requiring a party to the proceedings to pay costs under Article 31(9), 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 relevant costs.
            (11) Upon making its decision, the FMT must without undue delay inform each party to the proceeding in writing of:
            (a) such decision and the reasons for such decision, including its findings on material questions of fact and identifying the evidence or other material on which those findings were based;
            (b) the date on which the decision is to take effect; and
            (c) where applicable, the date by which payment of any fine, restitution or compensation must be made.
            (12) A certificate that purports to be signed by the president or proper officer of the FMT and which states that the FMT on a specified day made a specified decision, including 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 DFSA or made a specified finding of fact, is, in any other proceedings before FMT, or proceedings before the Court, where relevant:
            (a) conclusive evidence of the decision of the FMT made on that day;
            (b) prima facie evidence that the person contravened that provision; and
            (c) prima facie evidence of the relevant finding of fact.

          • 32. Enforcement

            (1) A person commits a contravention if that person, without reasonable excuse:
            (a) fails to comply with a lawful order, notice, prohibition or requirement of the FMT;
            (b) having been lawfully required by the FMT to attend before it, does not attend or leaves the place where his attendance is so required without the permission of the FMT;
            (c) hinders or deters any person from attending before the FMT, giving evidence or producing any item, record or document, for the purposes of any reference or other proceeding;
            (d) threatens or causes any loss to be suffered by any person who has attended before the FMT, on account of such attendance;
            (e) threatens or causes any loss to be suffered by any member of the FMT or any person assisting the FMT 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 FMT in the exercise of any of its powers.
            (2) Without limiting the application of Article 32(3), where a person commits a contravention under Article 32(1), the FMT may make one or more orders imposing a fine on the person of such amount as it considers appropriate, censuring the person, requiring the person to effect restitution or compensation, requiring the person to cease and desist from such activity as the FMT may stipulate, or requiring the person to do any other act or thing.
            (3) Where a person fails to comply with a decision, lawful order, notice, prohibition or requirement of the FMT, or fails to pay a fine lawfully imposed by the FMT, the Court may, on application of:
            (a) the FMT; or
            (b) any party to the reference or other proceeding, including the DFSA;
            make any order as it thinks fit to enforce such decision, order, notice, prohibition, requirement or fine.

          • 33. Appeal from a decision of the FMT

            (1) A party to a reference or other proceeding may, with the permission of the FMT or the Court, appeal a decision of the FMT to the Court only on a point of law.
            (2) In this Article:
            (a) "permission" means, in the first instance, permission of the FMT and where this is denied, permission of the Court; and
            (b) "a party" includes the DFSA.

          • 34. Savings and Transitional

            (1) For the purposes of this Article:
            (a) "previous Law" means the Regulatory Law 2004 as it was in force immediately prior to the commencement of the DIFC Laws Amendment Law No. 1 of 2014; and
            (b) "current Law" means the provisions of this Law that came into force under the DIFC Laws Amendment Law No. 1 of 2014, as amended from time to time.
            (2) The Financial Markets Tribunal that was established under the previous Law continues as if it had been established under the current Law including, without limitation, any appointment made under the previous Law which if subsisting at the date of commencement of the current Law shall continue as if made under the current Law.
            (3) The Regulatory Appeals Committee that was established under the previous Law continues only for the purposes of Article 34(5).
            (4) Except as provided in Article 34(5) and (6):
            (a) anything done or omitted to be done under or for the purposes of the previous Law, including a contravention, is deemed to be done or omitted to be done under or for the purposes of the current Law; and
            (b) nothing in the current Law affects:
            (i) any right, privilege, remedy, obligation or liability accrued to or incurred by a person under the previous Law; or
            (ii) any investigation or legal or administrative proceeding commenced or to be commenced in respect of such a right, privilege, remedy, obligation or liability.
            (5) Any proceeding instituted in the Financial Markets Tribunal or the Regulatory Appeals Committee under the previous Law shall continue under the previous Law, and for that purpose, the provisions in Chapters 4 and 5 of Part 2 of the previous Law shall continue in force and effect until such time as the proceedings, and any related appeals and proceedings, are complete.
            (6) Where there is a contravention under Article 30(1) or 35(1) of the previous Law, proceedings may be instituted in the Financial Markets Tribunal pursuant to Article 30(2) or 35(2) of the previous Law, and, for that purpose, the provisions in Chapters 4 and 5 of Part 2 of the previous Law shall continue in force and effect until such time as those proceedings, and any related appeals and proceedings, are complete.

          • 35. not in use

        • Chapter 6 — The Chief Executive of the DFSA

          • 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 DFSA by taking such steps as are reasonable and which he considers appropriate to meet the objectives of the DFSA;
            (b) license, authorise, register, recognise, regulate and supervise the conduct of activities and persons required to be regulated by the DFSA by or under Dubai Law or DIFC Law;
            (c) prepare or cause to be prepared in a timely and efficient manner:
            (i) draft Rules; and
            (ii) draft standards or codes of practice;
            reasonably required to enable the DFSA to perform its statutory functions, and submit such drafts to the DFSA Board of Directors;
            (d) make and issue Guidance which does not constitute a standard or code of practice, and which is reasonably required to enable the DFSA to perform its statutory functions, and advise the DFSA Board of Directors of such Guidance;
            (e) grant waivers and modifications to the application of Rules;
            (f) exercise any power to grant waivers or modifications to the application of other legislation applying in the DIFC where such a power is conferred on the DFSA by that legislation, and advise the DFSA Board of Directors of any such exercise of power;
            (g) investigate matters capable of investigation under any legislation administered by the DFSA, undertake remedial or enforcement actions and, where appropriate, commence proceedings before the FMT and any other tribunals or courts of appropriate jurisdiction;
            (h) 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 DFSA or committees of such persons, and, with the approval of the DFSA Board of Directors either generally or in relation to any particular matter, by any other person; and
            (i) exercise and perform such other powers and functions as may be delegated to the Chief Executive by the DFSA Board of Directors from time to time.

        • Chapter 7 — Conflicts of Interest and Use of Information

          • 37. Conflicts of Interest

            (1) Officers, employees and agents of the DFSA 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 DFSA 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 DFSA 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 DFSA 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 DFSA; 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 DFSA may disclose confidential information where such disclosure:
            (a) is permitted or required under the Law or Rules or under other legislation administered by the DFSA;
            (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 exercising powers and performing functions relating to anti-money laundering, counter-terrorist financing or sanctions compliance;
            (iv) a self-regulatory body or organisation exercising and performing powers and functions in relation to financial services;
            (v) a civil or criminal law enforcement agency; or
            (vi) a governmental or other regulatory authority including a self-regulatory body or organisation exercising powers and performing functions in relation to the regulation of auditors, accountants or lawyers;
            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 DFSA.

        • 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 exercising powers and performing functions relating to anti-money laundering, counter-terrorist financing or sanctions compliance;
            (d) a self-regulatory body or organisation exercising and performing powers and functions in relation to financial services;
            (e) a civil or criminal law enforcement agency; or
            (f) a governmental or other regulatory authority, including a self-regulatory body or organisation exercising powers and performing functions in relation to the regulation of auditors, accountants or lawyers,

            the DFSA may, where it considers appropriate, exercise its powers under the Law or under any other legislation administered by the DFSA for the purpose of assisting the performance by such persons of their regulatory functions.

          • 40. Delegation of Functions and Powers to Other Regulators

            (1) Without limiting in any way the generality of any other provisions of the Law, the DFSA may delegate functions and powers to a representative of:
            (a) a Financial Services Regulator;
            (b) a governmental or regulatory authority in the State or elsewhere exercising powers and performing functions relating to anti-money laundering, counter-terrorist financing or sanctions compliance; or
            (c) a civil or criminal law enforcement agency of the State;
            for the purpose of exercising the powers of the DFSA under Chapters 1 and 2 of Part 5.
            (2) The DFSA may delegate a function or power under this Article only if it considers that there are adequate arrangements in place to ensure that the delegated function or power will be exercised in a manner that is consistent with Chapters 1 and 2 of Part 5 and the objectives of the DFSA.

      • Part 3: Licences, Authorisation and Registration

        • Chapter 1 — The Framework of Regulation

          • 41. The Financial Services Prohibition

            (1) Subject to Article 41(9) and Article 42(3), a person shall not carry on a Financial Service in or from the DIFC.
            (2) The DFSA 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 DFSA may make Rules adding to, removing activities from, or otherwise modifying the list of Financial Services made under Article 41(2).
            (5) A person shall, in engaging in activity constituting a Financial Service, or in engaging in any like activity that may constitute a Financial Service except for the form and manner in which the activity is carried out, comply with Federal Law to the extent that such law applies in the DIFC.
            (6) [DELETED]
            (7) [DELETED]
            (8) [DELETED]
            (9) A Fund is exempt from the Financial Services Prohibition with respect to any Financial Service which is carried on for the purposes of, or in connection with, the Fund if the Fund has a Fund Manager or External Fund Manager that falls within Article 42(3) (a) or (b). This exemption applies to a Fund even where it does not have legal personality.

          • 41A. Financial Promotions Prohibition

            (1) A person shall not make a Financial Promotion in or from the DIFC except as prescribed by the Rules made pursuant to this Article.
            (2) The prohibition in Article 41A(1) is referred to as the "Financial Promotions Prohibition".
            (3) For the purposes of the Financial Promotions Prohibition, a Financial Promotion is any communication, however made, which invites or induces a Person to:
            (a) enter into, or offer to enter into, an agreement in relation to the provision of a financial service; or
            (b) exercise any rights conferred by a financial product or acquire, dispose of, underwrite or convert a financial product.
            (4) For the purposes of the Financial Promotions Prohibition, the DFSA may make Rules as to:
            (a) a person or class of persons who may make a Financial Promotion in or from the DIFC and any requirements which apply to such persons when doing so; and
            (b) any other definition, requirement or matter which the DFSA considers necessary to give effect to the requirements or intent of the Financial Promotions Prohibition.

          • 41B. General prohibition against misconduct

            (1) A person must not, in or from the DIFC, engage in conduct in connection with a Financial Product or a Financial Service that is:
            (a) misleading or deceptive or likely to mislead or deceive;
            (b) fraudulent; or
            (c) dishonest.
            (2) The DFSA shall make Rules prescribing what constitutes a Financial Product for the purposes of Article 41B(1).
            (3) Nothing in this Article limits the scope or application of any other provision in legislation administered by the DFSA.

          • 42. Authorised Firms, Authorised Market Institutions and Financial Services

            (1) The DFSA shall make Rules prescribing which kinds of Financial Services, with such modifications or limitations as may be specified may be carried on by:
            (a) an Authorised Firm; and
            (b) an Authorised Market Institution.
            (2) The DFSA may make Rules adding to, removing activities from, or otherwise modifying the lists of Financial Services prescribed under Article 42(1).
            (3) A person may carry on one or more Financial Services in or from the DIFC if such person is:
            (a) an Authorised Firm whose Licence authorises it to carry on the relevant Financial Services;
            (b) an External Fund Manager as defined in Article 20(5) of the Collective Investment Law 2010, in so far as its activities relate to a particular Domestic Fund that falls within Article 41(9); or
            (c) an Authorised Market Institution whose Licence authorises it to carry on the relevant Financial 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. Licensed Functions of Authorised Persons

            (1) The DFSA shall make Rules prescribing functions ("Licensed Functions") of an Authorised Person that shall be carried out by individuals who have been authorised by the DFSA to carry out those functions.
            (2) Licensed Functions prescribed under Article 43(1) may include the functions of senior officers or employees with material responsibility for both or either:
            (a) managing an Authorised Person; or
            (b) the carrying on by an Authorised Person of its Financial Services.
            (3) An individual who is authorised by the DFSA to carry out a Licensed Function:
            (a) for an Authorised Firm, shall be referred to as an Authorised Individual; and
            (b) for an Authorised Market Institution, shall be referred to as a Key Individual.
            (4) A person shall not carry out a Licensed Function for an Authorised Firm unless he is authorised by the DFSA as an Authorised Individual to carry out that Licensed Function for the Authorised Firm.
            (5) A person shall not carry out a Licensed Function for an Authorised Market Institution unless he is authorised by the DFSA as a Key Individual to carry out that Licensed Function for the Authorised Market Institution.
            (6) An Authorised Person shall take all reasonable steps to ensure that no officer, employee or agent performs a Licensed Function:
            (a) without being authorised by the DFSA as an Authorised Individual or as a Key Individual in relation to the relevant Licensed Function;
            (b) contrary to a restriction imposed by the DFSA under Article 58(1) or 59(1); or
            (c) where Authorised Individual or Key Individual status of that individual has been suspended or withdrawn under Article 58(1), (2), (3) or (5).
            (7) An Authorised Individual or Key Individual shall:
            (a) act within the scope of his authority granted under his Authorised Individual or Key Individual status; and
            (b) comply with any condition or restriction applicable to such status.
            (8) A person who is not:
            (a) an Authorised Individual; or
            (b) a Key Individual,
            shall not represent that he is such a person.

          • 44. Prohibition relating to Endorsements

            (1) The DFSA may make Rules prescribing activities that may be carried on only by an Authorised Person that has an appropriate Licence Endorsement authorising it to carry on that activity.
            (2) A person must not carry on an activity prescribed under Article 44(1) unless the person has an appropriate Licence Endorsement authorising it to carry on that activity.

        • Chapter 2 — Applications for a Licence

          • 45. Application for a Licence, Extension to a Licence or an Endorsement

            (1) An application for a Licence authorising an Authorised Person to carry on one or more Financial Services or for a Licence Endorsement may be made to the DFSA by any:
            (a) body corporate;
            (b) partnership; or
            (c) unincorporated association.
            (2) An Authorised Person may apply to the DFSA:
            (a) to extend its Licence to Financial Services other than those in respect of which it already has a Licence; or
            (b) to obtain an additional Licence Endorsement.
            (3) The DFSA may make Rules providing that certain persons or types of person may not be granted a Licence in relation to particular Financial Services or a particular Licence Endorsement.
            (4) The DFSA shall make Rules prescribing requirements which an applicant for a Licence, or for extension of a Licence to other Financial Services, or for a Licence Endorsement, must meet before a Licence or extension or Licence Endorsement will be granted by the DFSA. Such Rules may, without limiting the generality of that power, include requirements relating to an applicant's:
            (a) fitness and propriety;
            (b) resources (including financial resources);
            (c) compliance arrangements;
            (d) systems and controls;
            (e) legal form; and
            (f) name (including terms that shall not be used in the name).
            (5) The DFSA 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 DFSA 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 Financial Services or specified circumstances; or
            (ii) subject to certain conditions and restrictions.
            (7)
            (a) If an Authorised Person is:
            (i) a partnership; or
            (ii) an unincorporated association;
            it does not need to reapply for a Licence by reason only of a change to its membership.
            (b) Article 45(7)(a) applies subject to the effect of Article 64.

          • 46. Providing Information in relation to the Application

            (1) The DFSA may require the applicant to provide additional information reasonably required for the DFSA 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 DFSA in writing of such change without delay.

          • 47. Rejection of an Application

            (1) The DFSA may refuse to grant an application for a Licence or for an extension to a Licence or for a Licence Endorsement if it is not satisfied that the requirements under Article 45 for the grant of the Licence, extension to the Licence or the Licence Endorsement have been met.
            (2) The procedures in Schedule 3 apply to a decision of the DFSA under Article 47(1).
            (3) If the DFSA decides to exercise its power under Article 47(1), the applicant may refer the matter to the FMT for review.

          • 48. Grant of an application

            (1) The DFSA may grant an application for a Licence or for an extension to a Licence or for a Licence Endorsement if it is satisfied that the requirements under Article 45 for the grant of the Licence, extension to the Licence or the Licence Endorsement have been met.
            (2) The DFSA may impose conditions or restrictions on a Licence or in relation to a Licence Endorsement when it is granted or extended under Article 48(1).
            (3) Upon deciding to grant a Licence or an extension to a Licence or a Licence Endorsement, the DFSA shall without undue delay inform the relevant applicant in writing of:
            (a) such decision;
            (b) the date on which the Licence or extension or Licence Endorsement shall be deemed to take effect;
            (c) the Financial Service or Financial Services or activity that the applicant is authorised to carry on; and
            (d) any conditions and restrictions applicable to the Licence or the newly extended Licence or relating to the Licence Endorsement.
            (4) The procedures in Schedule 3 apply to a decision of the DFSA under Article 48(2) to impose conditions or restrictions.
            (5) If the DFSA decides to exercise its power under Article 48(2) to impose conditions or restrictions, the applicant may refer the matter to the FMT for review.

        • Chapter 3 — Conditions and Restrictions on a Licence

          • 49. Applying Conditions and Restrictions to a Licence

            (1) The DFSA may at any time by written notice to an Authorised Person:
            (a) impose conditions and restrictions or additional conditions and restrictions on a Licence or in relation to a Licence Endorsement; or
            (b) vary or withdraw conditions and restrictions imposed on a Licence or in relation to a Licence Endorsement.
            (2) The DFSA may act under Article 49(1) on its own initiative or at the request of an Authorised Person.
            (3) The procedures in Schedule 3 apply to a decision of the DFSA under Article 49(1).
            (4) If the DFSA decides to exercise its power under Article 49(1), the Authorised Person may refer the matter to the FMT for review.

        • Chapter 4 — Withdrawal or Suspension of a Licence or an Authorisation or Endorsement under a Licence

          • 50. Withdrawing an Authorisation under, or Endorsement on, a Licence

            (1) The DFSA may withdraw authorisation in relation to one or more Financial Services for which an Authorised Person is authorised under a Licence or may withdraw a Licence Endorsement.
            (2) The DFSA may act under Article 50(1) on its own initiative or at the request of an Authorised Person.
            (3) The DFSA may exercise its power under Article 50(1) on its own initiative in the following circumstances:
            (a) the Authorised Person is in breach of, or has been in breach of, one or more restrictions or conditions applicable to its Licence or relating to a Licence Endorsement;
            (b) the Authorised Person is otherwise in breach of, or has otherwise been in breach of, the Law or Rules or other legislation administered by the DFSA;
            (c) the Authorised Person is no longer fit and proper to carry on a Financial Service for which it has an authorisation or an activity for which it has a Licence Endorsement;
            (d) the Authorised Person has failed for a period of at least twelve consecutive months to carry on one or more Financial Services for which it is authorised under a Licence or an activity for which it has a Licence Endorsement; or
            (e) the DFSA considers that the exercise of the power is necessary or desirable in the pursuit of its objectives.
            (4) The procedures in Schedule 3 apply to a decision of the DFSA under this Article.
            (5) If the DFSA decides to exercise its power under this Article, the Authorised Person may refer the matter to the FMT for review.

          • 51. Withdrawing a Licence

            (1) The DFSA may withdraw a Licence of an Authorised Person where:
            (a) as a consequence of withdrawal of authorisation in relation to one or more Financial Services under Article 50, the person is no longer authorised to carry on any Financial Service;
            (b) the person is no longer fit and proper to hold a Licence;
            (c) the person has failed either to remove a controller or to take such other action as required by the DFSA under Article 64; or
            (d) the person asks the DFSA to withdraw the Licence.
            (2) The procedures in Schedule 3 apply to a decision of the DFSA under this Article.
            (3) If the DFSA decides to exercise its power under this Article, the Authorised Person may refer the matter to the FMT for review.

          • [Deleted]

          • 52. Suspension of Authorisation, Endorsement or Licence

            (1) The DFSA may suspend for a period not exceeding 12 months:
            (a) an authorisation in relation to one or more Financial Services for which an Authorised Person is authorised under its Licence;
            (b) a Licence Endorsement; or
            (c) a Licence of an Authorised Person.
            (2) The DFSA may act under this Article on its own initiative or at the request of an Authorised Person.
            (3) The DFSA may act under this Article on its own initiative if it has reasonable grounds to believe that:
            (a) the Authorised Person is:
            (i) in breach of, or has been in breach of, one or more restrictions or conditions applicable to its Licence or a Licence Endorsement;
            (ii) in breach of, or has been in breach of, the Law or Rules or other legislation administered by the DFSA; or
            (iii) no longer fit and proper to carry on a Financial Service for which it has Authorisation under its Licence or an activity for which it holds a Licence Endorsement; and
            (b) the exercise of the power is necessary or desirable in the interests of the DIFC.
            (4) If the DFSA imposes a suspension under this Article it may provide that the Authorised Person may continue to carry on specified activities despite the suspension.
            (5) The procedures in Schedule 3 apply to a decision of the DFSA under this Article.
            (6) If the DFSA decides to exercise its power under this Article, the Authorised Person may refer the matter to the FMT for review.

        • Chapter 5 — Authorised Individual and Key Individual Status

          • 53. Applications for Authorised Individual or Key Individual status

            (1) In this Chapter:
            (a) "Authorised Person" includes a person whose application for a Licence or application for extension of a Licence is being considered by the DFSA; and
            (b) "director, officer, employee or agent" of a person includes a person who proposes to become a director, officer, employee or agent of a person.
            (2) An application for Authorised Individual or Key Individual status of a director, officer, employee or agent of an Authorised Person shall be made by:
            (a) such director, officer, employee or agent; and
            (b) the Authorised Person for which the Licensed Function is to be performed under the terms of office, employment or agency between such Authorised Person and such director, officer, employee or agent.
            (3) Where a person holds Authorised Individual or Key Individual status, that individual together with the relevant Authorised Person may apply to the DFSA to extend the scope of the Authorised Individual or Key Individual status to Licensed Functions other than those in respect of which the individual already holds such status.
            (4) The DFSA shall make Rules prescribing the requirements which an application for Authorised Individual or Key Individual status must meet before authorisation is granted by the DFSA. Such Rules, without limiting the generality of the power, shall include requirements relating to the fitness and propriety of applicants.
            (5) The DFSA 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 or Key Individual status to Licensed Functions other than those in respect of which he already holds such status; or
            (b) an application is made for the grant of Authorised Individual or Key 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 DFSA may make Rules:
            (a) prescribing certain persons or categories of persons 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; 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 under Article 53, the DFSA may require the Authorised Person or the relevant director, officer, employee or agent to provide additional information reasonably required for the DFSA to be able to decide the application.
            (2) If at any time between the filing of an application and the grant of Authorised Individual or Key Individual status or of an extension to his status, the relevant director, 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 Person in writing of such change without delay.
            (3) If at any time between the filing of an application and the grant of Authorised Individual or Key Individual status or of an extension to a status the Authorised Person becomes aware of a material change reasonably likely to be relevant to the application under consideration, it shall inform the DFSA in writing of such change without delay.

          • 55. [Deleted]

          • 56. Grant or rejection of an application for authorised status

            (1) The DFSA may grant Authorised Individual or Key Individual status, including an extension to status, if it is satisfied that the requirements under Article 53 for the grant of the application have been met.
            (2) The DFSA may refuse to grant Authorised Individual or Key Individual status or an extension to such status if it is not satisfied that the requirements under Article 53 have been met.
            (3) The DFSA may, if it considers it appropriate to do so:
            (a) grant Authorised Individual or Key Individual status subject to conditions and restrictions;
            (b) impose such conditions and restrictions at any time after the grant of Authorised Individual or Key Individual status; or
            (c) vary or withdraw such conditions or restrictions.
            (4) Upon deciding to authorise a director, officer, employee or agent of an Authorised Person as an Authorised Individual or Key Individual, or to extend the scope of an Authorised Individual or Key Individual status to other Licensed Functions, the DFSA shall without undue delay inform the relevant director, officer, employee or agent and the Authorised Person 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 or Key Individual status or extended status.
            (5) The procedures in Schedule 3 apply to a decision of the DFSA under this Article:
            (a) to refuse to grant Authorised Individual or Key Individual status to an individual or to extend such status; or
            (b) to impose or vary conditions or restrictions on an Authorised Individual or Key Individual.
            The DFSA shall give both the applicant, Authorised Individual or Key Individual (as the case may be) and the relevant Authorised Person or applicant to be an Authorised Person (as the case may be) an opportunity to make representations under the procedures in Schedule 3.
            (6) If the DFSA decides to exercise its power under this Article:
            (a) to refuse to grant Authorised Individual or Key Individual status to an individual or to extend such status; or
            (b) to impose or vary conditions or restrictions on an Authorised Individual or Key Individual,
            the applicant, Authorised Individual or Key Individual (as the case may be) or the relevant Authorised Person or applicant to be an Authorised Person (as the case may be) may refer the matter to the FMT for review.

        • Chapter 6 — [Deleted]

          • 57. [Deleted]

        • Chapter 7 — Restriction, Suspension and Withdrawal of Authorised Individual or Key Individual Status

          • 58. Suspending or Withdrawing Authorisations

            (1) If the DFSA reasonably concludes that:
            (a) an Authorised Individual or Key Individual is in breach of, or has been in breach of, an obligation that applies as a result of such individual's Authorised Individual or Key Individual status; or
            (b) an individual is no longer fit and proper to perform a role in respect of which he is an Authorised Individual or Key Individual;
            it may:
            (c) restrict the individual from performing one or more Licensed Functions; or
            (d) suspend or withdraw Authorised Individual or Key Individual status from such individual.
            (2) The DFSA may withdraw the Authorised Individual or Key Individual status of an individual if:
            (a) the individual becomes bankrupt;
            (b) the individual is convicted of a serious criminal offence;
            (c) the individual becomes incapable (through mental or physical incapacity) of managing his affairs;
            (d) the individual or the relevant Authorised Person asks the DFSA to withdraw the relevant status; or
            (e) the Licence of the relevant Authorised Person is withdrawn.
            (3) The DFSA may withdraw authorisation in relation to one or more Licensed Functions of an Authorised Individual or Key Individual if the Authorised Individual or relevant Authorised Person asks the DFSA to withdraw such authorisation.
            (4) The procedures in Schedule 3 apply to a decision of the DFSA under Article 58(1) or (2).
            (5) Where the DFSA:
            (a) is conducting an investigation under Article 78; and
            (b) in the course of such investigation believes on reasonable grounds that an individual has engaged in serious misconduct that may form grounds for the withdrawal of the individual's Authorised Individual or Key Individual status;
            it may suspend the Authorised Individual or Key Individual status of such individual for the duration of the investigation or related proceedings insofar as such investigation or proceedings relate to the individual.
            (6) The procedures in Schedule 3 apply to a decision of the DFSA under Article 58(5).
            (7) An individual commits a contravention if the individual performs a Licensed Function:
            (a) in breach of a provision in legislation administered by the DFSA that applies to that individual;
            (b) contrary to a restriction imposed issued under Article 58(2); or
            (c) where his Authorised Individual or Key Individual status has been suspended or withdrawn under Article 58(1), (2), (3) or (5).
            (8) The DFSA may vary or withdraw a restriction or suspension imposed under this Article where it is reasonable to do so.
            (9) The DFSA may act under Article 58(8) on its own initiative or at the request of the relevant individual or Authorised Person.
            (10) The DFSA shall give both the individual and the Authorised Person an opportunity to make representations under the procedures in Schedule 3 where the procedures in that Schedule apply under this Article.
            (11) If the DFSA decides to exercise a power under this Article, the individual or the Authorised Person may refer the matter to the FMT for review.

          • [Deleted]

          • 59. Restricting persons from performing functions in the DIFC

            (1) If the DFSA believes on reasonable grounds that a person is not a fit and proper person to perform any functions in connection with the provision of Financial Services in or from the DIFC, it may restrict the person from performing all or any such functions.
            (2) A restriction under this Article may relate to a function whether or not it is a Licensed Function.
            (3) The DFSA may vary or withdraw a restriction imposed under this Article.
            (4) A person who performs a function in breach of a restriction under this Article commits a contravention.
            (5) The procedures in Schedule 3 apply to a decision of the DFSA under Article 59(1).
            (6) If the DFSA decides to exercise its power under Article 59(1), the person may refer the matter to the FMT for review.

        • Chapter 8 — Registration of Ancillary Service Providers and DNFBPs

          • 60. Registration of DNFBPs

            (1) The DFSA shall make Rules prescribing the person or class of persons which are designated to be a DNFBP.
            (2) A person who meets the definition of a DNFBP, as defined in the Rules made for the purposes of Article 60(1), must register with the DFSA.
            (3) The DFSA may make Rules prescribing the requirements for registration under Article 60(2) and prescribing the circumstances under which the DFSA may de-register a person who is registered under Article 60(2).

        • Chapter 9 — [DELETED]

          • 61. [DELETED]

             

        • Chapter 10 — Other Matters Relating to Licensing

          • 62. Public Registers

            (1) The DFSA shall publish and maintain a register of current and past grants, withdrawals and suspensions of Licences, Licence Endorsements and authorisations of all Authorised Persons, Authorised Individuals and Key Individuals in such manner as may be prescribed in the Rules.
            (2) The DFSA shall publish and maintain a register of current and past registrations of all DNFBPs in such manner as may be prescribed in the Rules.
            (3) The DFSA shall publish and maintain registers of:
            (a) all persons in relation to whom action has been taken under Article 58(1); and
            (b) all persons in relation to whom action has been taken under Article 59;
            indicating whether any such action is of past effect or current, in such manner as may be prescribed in the Rules.
            (4) The DFSA shall publish and maintain a register of current and past registrations, suspensions and withdrawals of registrations of Registered Auditors and Audit Principals in such manner as may be prescribed in the Rules.
            (4A) The DFSA may decide not to publish information about a suspension imposed under Article 58(5) or Article 98A(5).
            (5) The DFSA shall publish and maintain a register of all Domestic Funds.
            (6) The DFSA shall make a reasonably current version of any registers maintained under Article 62(1), (2), (3), (4) and (5) readily available for viewing by the public during the normal business hours of the DFSA.

          • 63. Extended jurisdiction

            (1) Any power which the DFSA may exercise in relation to an Authorised Person, Registered Auditor, Authorised Individual, Key Individual, Audit Principal, Principal Representative, DNFBP, or Domestic Fund or an officer, employee or agent of an Authorised Person, Registered Auditor, DNFBP or Domestic Fund under the Law or Rules or other legislation administered by the DFSA may, subject to Articles 63(2) and (3), continue to be exercised after the date on which:
            (a) the Licence of such Authorised Person;
            (b) the registration of a DNFBP, Registered Auditor or Audit Principal;
            (c) the Authorised Individual or Key Individual status of such individual;
            (d) the registration of the Principal Representative; or
            (e) the registration of a Domestic Fund;
            is withdrawn by the DFSA under the Law or other legislation administered by the DFSA.
            (2) Except as provided in Article 63(3), the DFSA may only exercise a power under Article 63(1) in relation to a person within three years after the day on which the DFSA became aware of the act or omission that gave rise to the right to exercise the power in respect of that person.
            (3) If proceedings with respect to the act or omission are commenced by the DFSA within the period referred to in Article 63(2), then the provisions of Article 63(1) shall remain in force until such time as the proceedings and any review or appeal relating to the proceedings are completed.
            (4) For the purposes of this Article:
            (a) the DFSA is aware of an act or omission if it has information from which the act or omission can reasonably be inferred; and
            (b) a proceeding against a person is commenced when a notice is first provided to the person under Schedule 3, or a proceeding is commenced by the DFSA in the FMT or the Court, with respect to the act or omission.

      • Part 4: General Regulation and Anti-Money Laundering Provisions

        • Chapter 1 — General Provisions

          • 64. Provisions Governing Controllers

            (1) The DFSA may make Rules governing controllers of Authorised Persons, including Rules as to:
            (a) when a person becomes or ceases to be a controller of an Authorised Person;
            (b) when the acquisition or increase in the level of control of an Authorised Person requires either the prior approval of, or notification to, the DFSA;
            (c) when the DFSA may object to an existing controller;
            (d) the procedures relating to the approval, notification and objections referred to in Article 64(1)(b) and (c); and
            (e) any other matter necessary or incidental to give effect to the provisions governing controllers.
            (2) Without limiting the generality of the DFSA powers, the DFSA may:
            (a) approve or object to a person becoming a controller of an Authorised Person;
            (b) approve or object to an increase in the level of control of an existing controller of an Authorised Person;
            (c) object to an existing controller of an Authorised Person where it has reasonable grounds to believe that such a person is no longer an acceptable controller; and
            (d) approve a person as a controller or approve an increase of control by an existing controller subject to such conditions as it considers appropriate.
            (3) Where the DFSA considers an existing controller of an Authorised Person to be an unacceptable controller:
            (a) it must notify the controller and the Authorised Person in writing that the controller is no longer an acceptable controller; and
            (b) it may require that the controller and the Authorised Person take such actions as specified by the DFSA.
            (4) Without limiting the generality of the DFSA powers, the DFSA may, for the purposes of Article 64(3)(b):
            (a) require an Authorised Person to take such action as specified by the DFSA in relation to an unacceptable controller;
            (b) where an Authorised Person has failed to comply with a requirement referred to in Article 64(4)(a) to the satisfaction of the DFSA, either withdraw, or impose conditions, on the Authorised Person's licence; or
            (c) require the unacceptable controller to take such action as specified by the DFSA.

          • 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 Financial Service in breach of the Financial Services Prohibition or the Collective Investment Prohibitions, or who makes an agreement as a result of the making by himself or another person of a Financial Promotion which is in breach of the Financial Promotions Prohibition shall not be entitled to enforce such agreement against any party (a "relevant party") to the agreement.
            (2) Subject to any 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 DFSA that the agreement has been entered into in breach of the Financial Services Prohibition, the Collective Investment Prohibitions or the Financial Promotions 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:
            (a) carrying on the Financial Service reasonably believed that he was not in breach of the Financial Services Prohibition or the Collective Investment Prohibitions by entering into such agreement;or
            (b) who made the Financial Promotion reasonably believed that he was not in breach of the Financial Promotions Prohibition, or
            (c) who made an agreement as a result of the making by another person of a Financial Promotion which was in breach of the Financial Promotions Prohibition, did not know that the relevant Financial Promotion was in breach of the Financial Promotions Prohibition,
            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:
            (d) 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
            (e) 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 Financial Service.

          • 66. False or Misleading Information

            A person shall not:

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

          • 67. Obligations of Disclosure to the DFSA

            (1)
            (a) Subject to Article 67(2), any of the following persons:
            (i) an Authorised Person or DNFBP; or
            (ii) an auditor of any person in sub-paragraph (i);
            shall disclose to the DFSA anything which reasonably tends to show a matter specified in paragraph (b):
            (b) The relevant matters for the purposes of (a) are:
            (i) a breach, or likely breach of a provision of the Law or Rules or other legislation administered by the DFSA;
            (ii) a failure, or likely failure, to comply with any obligation to which a person is subject under such legislation; or
            (iii) any other matter as the DFSA may prescribe in Rules:
            which may be attributable to the conduct of the person in (a)(i) or its director, 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) A person referred to in Article 67(1)(a) 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 a person referred to in Article 67(1)(a) and a director, officer, employee, agent or auditor is void in so far as it purports to hinder compliance with an obligation under Article 67(1).
            (5) Without limiting the application of any other provision of this Law, an auditor does not contravene any duty to which the auditor is subject merely because the auditor gives to the DFSA:
            (a) a notification as required under this Article; or
            (b) any other information or opinion in relation to any such matter;
            if the auditor is acting in good faith and reasonably believes that the notification, information or opinion is relevant to any functions of the DFSA.
            (6) No person shall be subjected to detriment or loss or damage merely by reason of undertaking any act to cause or assist a person referred to in Article 67(1)(a) or (b) to comply with an obligation under Article 67(1).
            (7) A Court may, on application of an aggrieved person, make any order for relief where the person has been subjected to any such detriment or loss or damage referred to in Article 67(6).

          • 68. Disclosures to the DFSA

            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 DFSA:

            (a) in good faith; and
            (b) in reasonable belief that the information or document is relevant to any functions of the DFSA;

            whether such information or document is given or produced pursuant to a requirement at law or otherwise.

          • 69. Compliance with an order or requirement of the DFSA

            Where the DFSA makes an order, issues a direction or prohibition, or makes any requirement in relation to a person pursuant to a provision of this Law or Rules or legislation administered by the DFSA, such person must, unless he has a reasonable excuse, comply with such order, direction, prohibition or requirement.

        • Chapter 2 — Anti-Money Laundering Compliance

          • 70. Jurisdiction

            (1) This chapter is made in recognition of the application in the DIFC of Federal Law No. 4 of 2002 'Criminalisation of Money Laundering' and Decree by Federal Law No. 1 of 2004 'Combating Terrorism Offences'.
            (2) A reference in this chapter to money laundering is to be taken to include terrorist financing unless the context otherwise provides or implies.
            (3) The DFSA has, subject to (4), exclusive jurisdiction for regulation in relation to money laundering in the DIFC.
            (4) Nothing in the Law affects the operation of:
            (a) Federal Law No. 4 of 2002;
            (b) Federal Law No. 1 of 2004;
            (c) the Penal Code of the United Arab Emirates; or
            (d) any other Federal Law that is applicable in the DIFC in relation to money laundering.

          • 71. Obligations

            (1) A person shall comply with any provision of Federal Law relating to money laundering as it applies to such person in the DIFC.
            (2) A person shall comply with any duty, requirement, prohibition, obligation or responsibility to which that person is subject under the Rules.
            (3) Where the DFSA 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 without undue delay.
            (4) A person who is subject to Rules made pursuant to Article 72 shall conduct customer due diligence in the circumstances prescribed by the Rules.

          • 72. Rules

            The DFSA 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; and
            (c) registration of any or all of such persons with the DFSA.

      • Part 5: Powers of Supervision and Investigation

        • Chapter 1 — Powers of Supervision

          • 73. Powers to Obtain Information

            (1) The DFSA may require an Authorised Person, DNFBP, Domestic Fund, Registered Auditor or any director, officer, employee or agent of such person 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 DFSA as the DFSA considers necessary or desirable to meet the objectives of the DFSA.
            (2) The DFSA may require any Authorised Person, Domestic Fund, DNFBP or Registered Auditor to allow the DFSA to enter its premises 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 DFSA.
            (3) The DFSA may exercise its powers under this Article 73 in respect of any person specified in Article 73(1) or (2) within, or outside of, the DIFC.
            (4) Information given or a document produced as a result of the exercise by the DFSA of powers under this Article is admissible in evidence in any 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 DFSA may require, in such manner and in such form as it may prescribe in the Rules, an Authorised Person to provide the DFSA with a report on any matter about which the DFSA has required or could require the giving of information or production of documents under Article 73.
            (2) The DFSA 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 DFSA 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 DFSA.
            (4) Where a requirement has been made of an Authorised Person under this Article, it must take all reasonable steps to ensure that any person who is providing or has provided services to the Authorised Person shall provide all such assistance as the appointed person may reasonably require.
            (5) Subject to Article 74(6), information given or a document produced as a result of the exercise by the DFSA of powers under this Article is admissible in evidence in any proceedings, provided that any such information or document also complies with any requirements relating to the admissibility of evidence in such proceedings.
            (6) The DFSA shall not disclose a statement made by a person in a report made pursuant to a requirement made of the person under Article 74(1) or (2) to any law enforcement agency for the purpose of criminal proceedings against the person unless:
            (a) the person consents to the disclosure; or
            (b) the DFSA is required by law or court order to disclose the statement.
            (7) The procedures in Schedule 3 apply to a decision of the DFSA under Article 74 (1) or (2).
            (8) If the DFSA decides to exercise its power under Article 74 (1) or (2), the person may refer the matter to the FMT for review.

          • 75. Imposing Prohibitions or Restrictions on Business

            (1) Subject to Article 77, the DFSA may impose any one or more of the following prohibitions or requirements:
            (a) a prohibition on an Authorised Person from:
            (i) entering into certain specified transactions or types of transaction;
            (ii) soliciting business from certain specified persons or types of person;
            (iii) carrying on business in a specified manner or other than in a specified manner;
            (iv) using a particular name or description in respect of the Authorised Person; or
            (v) using a particular name for a Fund or a sub-fund of a Fund; or
            (b) a requirement that an Authorised Person carry on business in, and only in, a specified manner.
            (2) The prohibitions or requirements in Article 75(1) may be imposed on the Fund Manager in relation to the management of a Fund or on the Fund itself, even where the Fund has no legal personality.
            (3) The procedures in Schedule 3 apply to a decision of the DFSA under Article 75(1).
            (4) If the DFSA decides to exercise its power under Article 75(1), the Authorised Person may refer the matter to the FMT for review.

          • 75A. Power to issue directions for prudential purposes

            (1) For prudential purposes, the DFSA may direct that a particular Authorised Firm or Authorised Firms within a specified class:
            (a) comply with any specified additional capital or liquidity requirements;
            (b) apply a specific provisioning policy or treatment of specified assets;
            (c) comply with specified limits on material risk exposures;
            (d) comply with specified limits on exposures to related parties;
            (e) meet additional or more frequent reporting requirements; or
            (f) take such other action as is specified in the direction.
            (2) The DFSA may direct an Affiliate of an Authorised Person to take specified steps or not to carry out specified activities if the DFSA:
            (a) is the consolidated supervisor of the Group to which the Authorised Person belongs; and
            (b) is satisfied that the direction is necessary or desirable for the purposes of the effective prudential supervision of the Group on a consolidated basis.
            (3) A direction to an Affiliate under Article 75A(2) may include a requirement that the Affiliate:
            (a) limit any activities it undertakes or may undertake (including closing any office that is outside the jurisdiction in which it has its principal place of business and head office) if the activities are reasonably likely to expose the Authorised Person or its Group to excessive risks or risks that are not properly managed; or
            (b) take such other measures as are necessary to remove any impediments to effective supervision of the group on a consolidated basis, including a direction to take steps to restructure the Group.
            (4) Nothing in this Article limits the scope or application of any other power that the DFSA may have in legislation administered by the DFSA.
            (5) A direction issued under this Article comes into force on the date specified in the notice and remains in force, subject to Article 75A(7), until it is revoked or varied in writing by the DFSA pursuant to Article 75A(6).
            (6) The DFSA may, by notice, revoke or vary, any direction given pursuant to this Article.
            (7) A direction issued to Authorised Firms within a specified class under Article 75A(1), including any variation made to such a direction pursuant to Article 75A(6), shall not remain in force for a period longer than 12 months from the date specified in the initial direction notice issued pursuant to Article 75A(1).
            (8) The procedures in Schedule 3 apply to a decision of the DFSA under this Article to issue a direction to a particular person or to vary such a direction.
            (9) If the DFSA decides to exercise its power under this Article to issue a direction to a particular person or to vary such a direction, the person may refer the matter to the FMT for review.

          • 76. Restriction on Dealing with Property

            (1) In this Article:
            (a) "dealing" in relation to property includes the maintaining, holding, disposing and transferring of property; and
            (b) "relevant property", in relation to an Authorised Person, means:
            (i) any property held by the person 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; or
            (ii) any other property which the DFSA reasonably believes to be owned or controlled by the person.
            (2) Subject to Article 77, the DFSA may:
            (a) prohibit an Authorised Person from:
            (i) dealing with any relevant property in a specified manner or other than in a specified manner; 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 Person to deal with any relevant property in a specified manner.
            (c) require an Authorised Person to deal with any relevant property such that:
            (i) the property remains of the value and of the description that appear to the DFSA 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 Financial Service for which it holds a Licence; and
            (ii) the person is able at any time readily to transfer or dispose or otherwise deal with of the property when instructed to do so by the DFSA.
            (d) withdraw an existing prohibition or requirement imposed on an Authorised Person; or
            (e) substitute or vary an existing prohibition or requirement imposed on an Authorised Person.
            (3) The DFSA may in any prohibition or 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.
            (4) The procedures in Schedule 3 apply to a decision of the DFSA under this Article.
            (5) If the DFSA decides to exercise its power under this Article, the Authorised Person may refer the matter to the FMT for review.

          • 77. Imposition of a prohibition or requirement

            (1) The DFSA may impose a prohibition or requirement under Article 75 or 76 in the circumstances prescribed in the Rules.
            (2) Any prohibition or requirement including any variation or substitution of such prohibition or requirement, made under Article 75 or 76, does 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.
            (3) 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 Investigations

          • 78. Power of the DFSA to conduct an investigation

            (1) The DFSA may conduct such investigation as it considers appropriate and expedient under Chapter 2 of Part 5:
            (a) where it has reason to suspect that a contravention of the Law or of the Rules or of any other legislation administered by the DFSA is being or may have been committed; or
            (b) further to a request made under Article 39.
            (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 DFSA 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 by:
            (a) the DFSA;
            (b) the FMT; or
            (c) the Court,
            to have contravened a provision of the Law or of the Rules or of any other legislation administered by the DFSA, the FMT or the Court may order, on application brought by the DFSA, that the person pay or reimburse the DFSA 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 FMT may make an order under Article 79(2), on an application by the DFSA, whether or not the person has commenced, or intends to commence, a reference to the FMT in relation to a decision of the DFSA.
            (4) The DFSA may apply to the Court for an order under Article 79(2) only where there is a proceeding before the Court relating to the alleged contravention by the person.

          • 80. Powers to Obtain Information and Documents for Investigation

            (1) Where the DFSA 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 (the interviewee) to attend before an officer, employee or agent of the DFSA (the interviewer) at a specified time and place to answer questions in private (compulsory interview); or
            (e) require such person to give it any assistance in relation to the investigation which the person is able to give.
            (2) Where the DFSA exercises its power under Article 80(1)(a) to enter business premises, it may:
            (a) require any appropriate person to make available any relevant information stored at those premises for inspection or copying;
            (b) require any appropriate person to convert any relevant information into a form capable of being copied; and
            (c) use the facilities of the occupier of the premises, free of charge, to make copies.
            (3) Where the DFSA exercises its power under Article 80(1)(d) to conduct a compulsory interview, it may give a direction:
            (a) concerning who may be present;
            (b) preventing any person present during any part of the compulsory interview from disclosing to any other person any information provided to the interviewee or questions asked by the interviewer during the compulsory interview;
            (c) concerning the conduct of any person present, including as to the manner in which they will participate in the interview;
            (d) requiring the interviewee to swear an oath or give an affirmation that the answers of the interviewee will be true; and
            (e) requiring the interviewee to answer any questions relevant to the investigation.
            (4) A requirement made under Article 80 (1) (b),(c), (d), and (e) shall be stated in writing.
            (5) The DFSA 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.
            (6) The DFSA may exercise its powers under Article 80 (1) in respect of any person within, or outside of, the DIFC provided that, if the person is outside the DIFC and is not a Regulated Person, the DFSA shall either:
            (a) use any arrangements it has with a regulatory authority in the jurisdiction in which the person is resident or domiciled, or the premises are located, to assist it to exercise the power; or
            (b) apply to the Court for an order compelling the person to provide the information, produce or procure the production of the documents, or answer questions, or permitting the DFSA to enter the premises of that person.
            (7) In Article 80(6), a Regulated Person means an Authorised Person, DNFBP, Fund, Auditor, Reporting Entity or any director, officer, employee or agent of such person.

          • 80A. Use and effect of Information and Documents obtained for an Investigation

            (1) Subject to Article 80A(2), information given or documents produced as a result of the exercise by the DFSA of powers under Article 80 is admissible in evidence in any proceedings, provided that any such information or document also complies with any requirements relating to the admissibility of evidence in such proceedings.
            (2) The DFSA shall not disclose 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) to any law enforcement agency for the purpose of criminal proceedings against the person unless:
            (a) the person consents to the disclosure; or
            (b) the DFSA is required by law or court order to disclose the statement.
            (3) The DFSA may retain possession of any information and documents given to it pursuant to a requirement made under Article 80(1) for so long as is necessary:
            (a) for the purposes of the investigation to which the notice relates;
            (b) for a decision to be made about whether or not a proceeding to which the information or documents would be relevant should be commenced; or
            (c) for such a proceeding to be completed.
            (4) A person is not entitled to claim a lien on any documents as a basis for failing to comply with a requirement made under Article 80(1), but any lien is not otherwise prejudiced.
            (5) Where a person is unable to produce information or documents in compliance with a requirement made under Article 80(1), the DFSA may require the person to state, to the best of that person's knowledge or belief, where the information or documents may be found and who last had possession, custody or control of the information or documents.
            (6) Where the DFSA considers that, if disclosed, the fact of the issuing of a notice requiring a person to:
            (a) produce documents;
            (b) give information;
            (c) attend a compulsory interview; or
            (d) give assistance;
            may hinder the investigation to which it relates, the DFSA may direct a person who receives a notice under Article 80(1) not to disclose the receipt of a notice or any information relating to compliance therewith to any other person, other than his legal representative under a duty of confidentiality.

        • Chapter 3 — Compliance with Requirements of the DFSA

          • 81. Liabilities for Provision of Information or Documents to the DFSA

            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 of this Law or Article 69 of the Collective Investment Law 2006 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 DFSA 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 DFSA 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 DFSA

            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 DFSA;
            (c) failure to attend before the DFSA 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 DFSA in the exercise of any powers under Chapters 1 and 2 of Part 5 or under any Law administered by the DFSA.

          • 84. Enforcement of Compliance by Injunction or Search Warrant

            (1) A requirement imposed on a person as a result of the exercise by the DFSA of powers under Articles 73, 74 or 80 may be enforceable by injunction on the application of the DFSA to the Court.
            (2) Where the DFSA has reasonable grounds to suspect that there are, or may be within the next 3 business days, on particular premises, information or documents which were required to be given or produced to the DFSA 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 DFSA 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 DFSA 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 DFSA.
            (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, Rules or other legislation administered by the DFSA;
          (b) does not do an act or thing that the person is required or directed to do by or under the Law, Rules or other legislation administered by the DFSA; or
          (c) otherwise contravenes a provision of the Law, Rules or other legislation administered by the DFSA;
          commits a contravention of the Law, Rules or other legislation, as the case may be, by virtue of Article 85 unless another provision of the Law, Rules or other legislation administered by the DFSA provides that the person commits, or does not commit, a contravention.
          (2) In Article 85, 'person' does not include the DFSA or the President.

        • 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 DFSA 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 DFSA 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 DFSA 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 DFSA 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 DFSA or President.

        • 87. [Deleted]

      • Part 7: Enforcement

        • 88. Appointment of Managers

          (1) The DFSA may require an Authorised Person to appoint one or more individuals to act as managers of the business of the person on such terms as the DFSA may specify. Such terms may be varied from time to time by notice in writing given by the DFSA 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 DFSA.
          (3) The DFSA may impose a requirement under Article 88(1) where it considers it necessary or desirable to appoint a manager:
          (a) to determine or address concerns as to the solvency or the level of compliance with prudential requirements of the Authorised Person;
          (b) for the orderly transition of the Authorised Person from one set of owners or controllers to a new set of owners or controllers;
          (c) to wind down the operations of the Authorised Person for the protection of customers of the Authorised Person; or
          (d) where it has reasonable grounds to suspect serious contraventions of the law have been committed by the Authorised Person and to ensure that customers or regulated entities are not adversely affected or to maintain the integrity of the DIFC.
          (4) The procedures in Schedule 3 apply to a decision of the DFSA under this Article.
          (5) If the DFSA decides to exercise its power under this Article, the Authorised Person may refer the matter to the FMT for review.

        • 89. Enforceable Undertakings

          (1) The DFSA may accept a written undertaking given by a person which the DFSA 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 DFSA.
          (3) If the DFSA 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 DFSA 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 damaged as a result of the breach; or
          (d) any other order that the Court considers appropriate.

        • [Deleted]

        • 90. Sanctions and directions

          (1) Where the DFSA considers that a person has contravened a provision of any legislation administered by the DFSA, other than in relation to Article 32, the DFSA may exercise one or more of the powers in Article 90(2) in respect of that person.
          (2) For the purposes of Article 90(1) the DFSA may:
          (a) fine the person such amount as it considers appropriate in respect of the contravention;
          (b) censure the person in respect of the contravention;
          (c) make a direction requiring the person to effect restitution or compensate any other person in respect of the contravention within such period and on such terms as the DFSA may direct;
          (d) make a direction requiring the person to account for, in such form and on such terms as the DFSA may direct, such amounts as the DFSA determines to be profits or unjust enrichment arising from the contravention;
          (e) make a direction requiring the person to cease and desist from such activity constituting or connected to the contravention as the DFSA may stipulate;
          (f) make a direction requiring the person to do an act or thing to remedy the contravention or matters arising from the contravention; or
          (g) make a direction prohibiting the person from holding office in or being an employee of any Authorised Person, DNFBP, Reporting Entity or Domestic Fund.
          (3) Nothing in this Article prevents the DFSA from exercising any other power that it may exercise under this Law or any other legislation administered by the DFSA.
          (4) The procedures in Schedule 3 apply to a decision of the DFSA under this Article.
          (5) If the DFSA decides to exercise its power under this Article in relation to a person, the person may refer the matter to the FMT for review.
          (6) The DFSA shall prepare, publish and maintain a statement of:
          (a) its policy in relation to the factors to be considered by the DFSA in exercising a power in respect of a person under Article 90(2)(a) and (b); and
          (b) the procedure which the DFSA has adopted, which is designed to secure, among other things, that the decision is taken by a person not directly involved in establishing the evidence on which that decision is based.
          (7) The DFSA may at any time modify or replace a statement published by it under this Article and where it does so it shall publish any modified or replacement statement.
          (8) A statement required to be published under this Article shall be published in a way appearing to the DFSA to be best calculated to bring it to the attention of the public.
          (9) In exercising, or deciding whether to exercise, its power under Article 90(2)(a) or (b), the DFSA shall have regard to any statement published by it under this Article and in force at the time when the contravention in question occurred.
          (10) If the person who is subject to a fine under Article 90(2)(a) has not paid to the DFSA the full amount of the fine within the period specified in the notice, the Court may order, on application of the DFSA, the recovery as a debt due so much of the fine as remains outstanding, together with costs.

        • [Deleted]

        • 91. Saving and Transitional

          (1) For the purposes of this Article:
          (a) "previous Law" means the Regulatory Law 2004 as it was in force immediately prior to the DIFC Laws Amendment Law No. 1 of 2014 coming into force; and
          (b) "current Law" means the provisions of this Law that came into force under the DIFC Laws Amendment Law No. 1 of 2014.
          (2) The saving and transitional provisions in this Article apply where the DFSA has issued a notice under Article 90 or 91 of the previous Law. Where such a notice has been issued, Article 90 of the current Law shall not affect:
          (a) any right, privilege, remedy, obligation or liability accrued to or incurred by any person; or
          (b) any investigation or legal or administrative proceeding commenced or to be commenced in respect of any right, remedy, privilege, obligation or liability,
          in relation to the relevant notice, and any such investigation or legal or administrative proceeding may be instituted, continued or enforced, including any penalty, fine or forfeiture, under the current Law subject to Article 90(3).
          (3) Where such a notice has been issued by the DFSA, Articles 90 and 91 as prescribed in the previous Law are deemed to continue in force until such time as necessary for the purposes of any investigation or proceeding specified in this Article to be concluded.

        • 92. Injunctions and Orders

          (1) In this Article, "relevant requirement" in relation to an application by the DFSA, means a requirement, duty, prohibition, responsibility or obligation which is imposed by or under the Law or Rules or other legislation administered by the DFSA.
          (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 Court may, on application of the DFSA or any aggrieved person, make one or more of the following orders:
          (a) an order restraining the person from engaging in the conduct including, but not limited to, engaging in conduct that may constitute a contravention of a DIFC Law or of a Federal Law to the extent that such law may applies to such person in the DIFC;
          (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) any other order as the Court sees fit.
          (3) Where:
          (a) the DFSA 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 DFSA or otherwise, against a relevant person in relation to an alleged contravention of a relevant requirement,
          the Court may, on application of the DFSA or any aggrieved person, make 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 State 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 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 State 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 DFSA that it is just and equitable and in the interests of the DIFC that a company which is or has been:

          (a) an Authorised Person; or
          (b) carrying on Financial Services in breach of the Financial Services Prohibition;
          should be wound up, it may apply to the Court for, and the Court may make orders considered necessary and desirable for, the winding up of such company.

        • 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 DFSA; 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) The Court may, on application of the DFSA or of a person who has suffered loss or damage caused as a result of conduct described in Article 94(1), make orders 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 DFSA.
          (3) Nothing in Article 94 affects the powers that any person or the Court may have apart from this Article.

        • 95. Power of DFSA to Intervene in any Proceedings

          (1) The DFSA may intervene as a party in any proceeding in the Court where it considers such intervention appropriate to meet the objectives of the DFSA.
          (2) Where the DFSA so intervenes, it shall, subject to any other law, have 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 DFSA, which may provide for administrative remedies or the commencement of proceedings in the Court.

      • Part 8: Accounting and Auditing

        • Chapter 1 — General Provisions and Auditing Prohibitions

          • 97. Definitions

            In this Part, unless expressed otherwise:

            (a) an Auditor means:
            (i) in relation to a Domestic Firm, Public Listed Company or Domestic Fund, a Registered Auditor; or
            (ii) in relation to an Authorised Person which is not a Domestic Firm, an auditor of that Authorised Person;
            (b) a Registered Auditor means a person registered by the DFSA under Article 98;
            (c) an Audit Principal means an individual appointed by a Registered Auditor who is responsible for:
            (i) managing the conduct of audit work undertaken by the Registered Auditor; or
            (ii) signing audit reports, or any other reports as may be required under the Rules, on behalf of the Registered Auditor; and
            (d) an Audit Service means:
            (i) an audit of the financial statements of an Authorised Person, Public Listed Company or Domestic Fund;
            (ii) an audit of whether an Authorised Person, Public Listed Company or the Fund Manager or Trustee of a Domestic Fund has complied with applicable requirements in legislation administered by the DFSA; or
            (iii) the preparation of an opinion or report relating to an audit referred to in (i) or (ii),
            but does not include the performance of any internal audit function by or for a person referred to in (i) or (ii).

          • 97A. Adoption of financial reporting and auditing standards

            (1) A Rule made by the DFSA for the purposes of this Part may require compliance with or be expressed by reference to requirements in a specified financial reporting or auditing standard or code of ethics issued by a professional body (including such a standard or code as amended or re-enacted from time to time).
            (2) In this Article, "specified" means specified in the Rules.

          • 97B. Rules about financial statements and records

            The DFSA may make Rules applying to Authorised Persons, Reporting Entities and Domestic Funds relating to:

            (a) the preparation and maintenance of financial statements;
            (b) the keeping of accounting records;
            (c) the preparation of regulatory returns relating to financial statements;
            (d) the determination of a financial year; and
            (e) the giving of a direction by the DFSA to a particular person or class of persons requiring the use of a particular financial reporting standard.

          • 97C. Auditing Prohibitions (Domestic Entities)

            (1) A person shall not provide any Audit Service to a Domestic Firm, Public Listed Company or Domestic Fund, unless that person is a Registered Auditor.
            (2) A Registered Auditor shall not permit any person to undertake any of the responsibilities of an Audit Principal unless that person is registered by the DFSA as an Audit Principal for that Registered Auditor.

        • Chapter 2 — Registration of Auditors and Audit Principals

          • 98. Registration and conditions and restrictions

            (1) The DFSA shall make Rules setting out the criteria a person must meet to become and remain registered by the DFSA as a Registered Auditor or as an Audit Principal.
            (2) An application to be registered as an Audit Principal shall be made jointly by the Registered Auditor and the person who will be the Audit Principal if registration is granted.
            (3) The DFSA may:
            (a) grant or refuse to grant an application for registration as a Registered Auditor or Audit Principal; and
            (b) impose restrictions and conditions upon the registration.
            (4) Upon granting registration as a Registered Auditor or as an Audit Principal, the DFSA shall inform the applicant of that fact and whether there are any restrictions or conditions imposed upon the registration.
            (5) A Registered Auditor and an Audit Principal shall act within the scope of the relevant registration and comply with any restrictions and conditions imposed upon such registration.
            (6) The DFSA may at any time by notice to a Registered Auditor or Audit Principal, as appropriate:
            (a) impose restrictions or conditions on the registration of that Registered Auditor or that Audit Principal; and
            (b) vary or withdraw restrictions or conditions imposed on such registration.
            (7) The DFSA may act under Article 98(6) on its own initiative or at the request of the Registered Auditor or Audit Principal.
            (8) The procedures in Schedule 3 apply to a decision of the DFSA under this Article to refuse to grant an application for registration or to impose or vary conditions and restrictions on any registration. If a power is being exercised in relation to an Audit Principal, the DFSA shall give both the Audit Principal and its Registered Auditor an opportunity to make representations under those procedures.
            (9) If the DFSA decides to exercise its power under this Article to refuse to grant an application for registration or to impose or vary conditions or restrictions on any registration, the applicant or Registered Auditor or Audit Principal may refer the matter to the FMT for review.

        • Chapter 3 — Suspension and Withdrawal of Registration of Registered Auditors and Audit Principals

          • 98A. Suspension and withdrawal of registration

            (1) The DFSA may suspend or withdraw the registration of a Registered Auditor or an Audit Principal:
            (a) in the case of the registration of a Registered Auditor, at the request of the Registered Auditor;
            (b) in the case of the registration of an Audit Principal, at the request of the Audit Principal or the Registered Auditor who appointed the Audit Principal; or
            (c) on its own initiative.
            (2) The DFSA may exercise its powers under Article 98A(1)(c) in the following circumstances:
            (a) the Registered Auditor or Audit Principal is in breach of, or has been in breach of, one or more restrictions or conditions applicable to its registration;
            (b) the Registered Auditor or Audit Principal is in breach of, or has been in breach of, this Law or the Rules;
            (c) the Registered Auditor is no longer fit and proper to provide the Audit Services permitted under its registration or the Audit Principal is no longer fit and proper to perform the role of Audit Principal;
            (d) the Registered Auditor has failed for a period of at least twenty-four consecutive months to provide Audit Services permitted under its registration;
            (e) in the case of an Audit Principal, if the Audit Principal:
            (i) becomes bankrupt;
            (ii) is convicted of a serious criminal offence;
            (iii) becomes incapable (through mental or physical incapacity) of managing his affairs; or
            (iv) is no longer employed by the Registered Auditor who appointed the Audit Principal; or
            (f) in the case of an Audit Principal, if the registration of its Registered Auditor is suspended or withdrawn.
            (3) The DFSA may make Rules setting out requirements that a Registered Auditor and an Audit Principal must meet before it will grant a request to suspend or withdraw registration.
            (4) The procedures in Schedule 3 apply to a decision of the DFSA under Article 98A(1)(c) to suspend or withdraw registration on its own initiative. If a power is being exercised in relation to an Audit Principal, the DFSA shall give both the Audit Principal and its Registered Auditor an opportunity to make representations under those procedures.
            (5) Where:
            (a) either or both of the following occur:
            (i) the DFSA conducts an investigation under Article 78 that relates to a Registered Auditor or Audit Principal; or
            (ii) a recognised professional body conducts an investigation relating to a member who is an Audit Principal; and
            (b) arising out of such an investigation, the DFSA believes on reasonable grounds that the Registered Auditor or Audit Principal has engaged in serious misconduct that may form grounds for the withdrawal of the registration of the Registered Auditor or Audit Principal,
            the DFSA may suspend the relevant registration for the duration of the investigation or any related proceedings insofar as the investigation or proceedings relate to that Audit Principal or Registered Auditor.
            (6) The procedures in Schedule 3 apply to a decision of the DFSA under Article 98A(5). If a power is being exercised in relation to an Audit Principal, the DFSA shall give both the Audit Principal and its Registered Auditor an opportunity to make representations under the procedures in Schedule 3.
            (7) If the DFSA decides to exercise its power under this Article to suspend or withdraw the registration of a Registered Auditor or Audit Principal, the Registered Auditor or Audit Principal may refer the matter to the FMT for review.

        • Chapter 4 — Appointment and Removal of Auditors

          • 99. Appointment and removal of auditors

            (1) In this Article, a Relevant Person means an Authorised Person, a Public Listed Company and, in relation to a Domestic Fund, the Fund Manager of that Fund.
            (2) A Relevant Person, subject to Article 99(5), shall:
            (a) at each annual general meeting appoint a person to act as Auditor from the conclusion of that meeting to the conclusion of the next annual general meeting; or
            (b) at the beginning of each financial year appoint a person to act as Auditor until the beginning of the next financial year.
            (3) A person who becomes a Relevant Person after the beginning of a financial year must, subject to Article 99(5), appoint a person who shall act as Auditor until the conclusion of that financial year.
            (4) A Relevant Person shall as soon as practicable fill any vacancy that arises in the appointment of an Auditor.
            (5) The DFSA may, by Rules, exempt a specified class of Relevant Person from the requirements in this Article. If a Relevant Person is exempted from the requirements in this Article, then the other requirements in this chapter and in chapters 5 and 6 of this Part do not apply to, or in relation to, the Relevant Person.
            (6) In the case of a Domestic Fund which is an Investment Trust:
            (a) the Trustee of that Fund shall ensure that at all times the Domestic Fund has an Auditor; and
            (b) the Fund Manager of that Fund shall obtain the prior approval of the Trustee before carrying out any activities under this Article relating to the appointment or removal of an Auditor for that Domestic Fund.
            (7) A Relevant Person shall not appoint an Auditor under this Article unless:
            (a) the Auditor has, prior to the appointment, consented in writing to the Relevant Person acting as Auditor; and
            (b) the Relevant Person, and the Trustee of a Domestic Fund which is an Investment Trust, are not, on reasonable inquiry, aware of any matter which should preclude the Auditor from giving his consent under Article 99A(2).
            (8) A Relevant Person may at any time remove an Auditor notwithstanding anything in any agreement between it and the Auditor.
            (9) The DFSA may direct, or the Court on an application made by the DFSA may order, a Relevant Person to:
            (a) appoint an Auditor, where an Auditor has not been appointed by the Relevant Person; or
            (b) remove an Auditor and appoint a new Auditor, where in the opinion of the DFSA or the Court (as the case may be) the Auditor appointed by the Relevant Person is not suitable to provide Audit Services to the Relevant Person.
            (10) The procedures in Schedule 3 apply to a decision of the DFSA under Article 99(9) to give a direction.
            (11) If the DFSA decides to exercise its power under Article 99(9) to give a direction, the person may refer the matter to the FMT for review.
            (12) The appointment of a firm as an Auditor of an Authorised Person, a Public Listed Company or a Domestic Fund is taken to be an appointment of all persons who are partners of the firm.
            (13) Nothing in this Article is to be taken as depriving an Auditor removed under it of compensation or damages payable to the Auditor in respect of the termination of appointment as Auditor.

          • 99A. Auditor not to act in certain circumstances

            (1) In this Article, a Relevant Person means an Authorised Person, Public Listed Company and, in relation to a Domestic Fund, the Domestic Fund, the Fund Manager, the Trustee and any member of the Governing Body of the Domestic Fund.
            (2) A person must not consent to an appointment, or if appointed continue to act, as the Auditor of an Authorised Person, Public Listed Company or Domestic Fund if:
            (a) the person has, or may on reasonable grounds be perceived to have, a conflict of interest with respect to the Relevant Person;
            (b) the person does not have, or may on reasonable grounds be perceived not to have, a requisite degree of independence from the Relevant Person;
            (c) the person provides prescribed non-audit services to the Relevant Person; or
            (d) the person or any associate of the person or an Audit Principal appointed by the person has provided Audit Services to the Relevant Person within such earlier period or such frequency as may be prescribed in the Rules.
            (3) The DFSA may make Rules for the purposes of Article 99A(2), including prescribing what constitutes a conflict of interest, a requisite degree of independence and a prescribed non-audit service.

        • Chapter 5 — Auditors Reports and Duties

          • 100. Auditors' reports

            (1) In this Article, a Relevant Person means an Authorised Person, Public Listed Company or Domestic Fund.
            (2) The DFSA may make Rules in relation to:
            (a) the functions to be carried out by an Auditor when auditing a Relevant Person;
            (b) the scope of the Auditors' report;
            (c) the scope of ad-hoc reports of the Auditor;
            (d) the submission of Auditor's reports to the DFSA; and
            (e) the naming in the Auditor's report of persons responsible for the audit work and their liability as a result of being named.

          • 101. Auditors' duties

            (1) In this Article, a Relevant Person means an Authorised Person, Public Listed Company or Domestic Fund.
            (2) An Auditor shall, in preparing the report in relation to a Relevant Person carry out such investigations as will enable the Auditor to form an opinion as to the following matters:
            (a) whether proper accounting records have been kept by the Relevant Person and proper returns adequate for the audit have been received from branches not visited by the Auditor;
            (b) whether the financial statements of the Relevant Person are in agreement with the accounting records and regulatory returns;
            (c) whether the financial statements of the Relevant Person have been prepared in compliance with the applicable financial reporting standards; and
            (d) whether the financial statements of the Relevant Person represent a true and fair view of the financial condition and the state of affairs of the Relevant Person.
            (3) If the Auditor is of the opinion that proper accounting records have not been kept, or that proper returns adequate for the audit have not been received from branches not visited by the Auditor, or that the financial statements are not in agreement with the accounting records and regulatory returns, or that the financial statements do not comply with accounting standards or they do not represent a true and fair view, the Auditor shall state that fact in the report.
            (4) If the Auditor fails to obtain all the information and explanations which, to the best of the Auditor's knowledge and belief are necessary for the purposes of the audit, the Auditor shall state that fact in the report.
            (5) An Auditor of a Domestic Fund shall disclose to the Trustee of the Domestic Fund, if appointed, and to the person providing the oversight function of a Domestic Fund which is a Public Fund, any information relevant to that person's role.

          • 102. Resignation of an auditor

            (1) In this Article, a Relevant Person means an Authorised Person, Public Listed Company or Domestic Fund.
            (2) An Auditor of a Relevant Person may resign as Auditor by depositing a notice in writing to that effect, together with a statement referred to in Articles 102(3) and (4). at the registered office of the Relevant Person and any such notice operates to bring its term as Auditor to an end on the date on which the notice is deposited, or on such later date as may be specified in it.
            (3) When an Auditor ceases for any reason to act as the Auditor of a Relevant Person, it shall deposit at the registered office of:
            (a) the Authorised Person;
            (b) the Public Listed Company; or
            (c) in the case of a Domestic Fund;
            (i) the Domestic Fund; and
            (ii) if appointed, the Trustee of that Fund,
            a notice setting out the matters specified in Article 102(4).
            (4) The notice must contain either:
            (a) a statement to the effect that there are no circumstances connected with its ceasing to act as Auditor which the Auditor considers should be brought to the notice of the relevant members or Unitholders, or creditors of the Relevant Person; or
            (b) if there are any circumstances referred to in (a), a statement of the nature of those circumstances.
            (5) Where a notice contains information referred to in Article 102(4)(b):
            (a) the Authorised Person;
            (b) the Public Listed Company; or
            (c) in the case of a Domestic Fund, the Fund Manager of the fund, or failing which, the other members of the Governing Body of the Fund, or if appointed the Trustee of the Fund,
            shall provide to the DFSA a copy of the statement and any response by that person.

        • Chapter 6 — Co-operation with Auditors and Auditors Obligations of Disclosure to the DFSA

          • 103. Co-operation with auditors

            (1) In this Article, a Relevant Person means:
            (a) an Authorised Person;
            (b) a Public Listed Company;
            (c) in relation to a Domestic Fund, the Fund Manager and, where appointed, the Trustee of the Fund, any person providing oversight of the Fund and any member of the Governing Body of the Fund; and
            (d) an officer, employee or agent of a person referred to in (a), (b) or (c).
            (2) A Relevant Person shall co-operate with its Auditor and, without limiting the generality of that obligation, shall comply with such measures relating to cooperation with its Auditor as may be prescribed in the Rules.
            (3) A Relevant Person shall not knowingly or recklessly:
            (a) provide information to its Auditor that is materially false, misleading or deceptive; or
            (b) omit to provide information to its Auditor, that its Auditor reasonably requires, or is entitled to require, where the omission of such information is likely to mislead or deceive its Auditor.
            (4) A Relevant Person or any person acting under the direction or authority of such Relevant Person shall not without reasonable excuse engage in any of the following conduct:
            (a) destruction or concealment of documents;
            (b) coercion, manipulation, misleading, or influencing of the Auditor;
            (c) failure to provide access to information or documents specified by the Auditor; or
            (d) failure to give any information or explanation which the person is able to give;
            where that person knows or ought to know that such conduct could:
            (e) obstruct the Auditor in the performance of his duties under this Part or Rules made for the purposes of this Part; or
            (f) result in the rendering of the financial statements of the Authorised Person, Public Listed Company or Domestic Fund, or the Auditor's report materially misleading.

          • 104. Obligation of Disclosure to the DFSA

            (1) An Auditor is subject to the obligations of disclosure under Article 104(3).
            (2) Without limiting the application of any other provision of this Law, an Auditor does not contravene any duty to which the Auditor is subject merely because the Auditor gives to the DFSA:
            (a) a notification as required under this Article; or
            (b) any other information or opinion in relation to any such matter;
            if the Auditor is acting in good faith and reasonably believes that the notification, information or opinion is relevant to any functions of the DFSA.
            (3) Subject to Article 104(4), an Auditor shall disclose to the DFSA any matter which reasonably tends to show one of the following:
            (a) a breach, or likely breach of a provision of the Law or other legislation administered by the DFSA;
            (b) a failure, or likely failure, to comply with any obligation to which a person is subject under such legislation; or
            (c) any other matter as the DFSA may prescribe in Rules;
            which may be attributable to the conduct of the relevant:
            (d) Authorised Person;
            (e) Public Listed Company;
            (f) Domestic Fund, Fund Manager, Trustee or the Governing Body of a Domestic Fund; or
            (g) officer, employee or agent of a person referred to in (d), (e) or (f).
            (4) Article 104(3) shall not apply to the extent that compliance with such requirement would disclose a Privileged Communication.
            (5) An Authorised Person, Public Listed Company or the Fund Manager of a Domestic Fund shall establish and implement appropriate systems and internal procedures to enable its Auditor to comply with Article 104(3).
            (6) Any provision in an agreement between an Authorised Person, Public Listed Company or a Domestic Fund, and a director, officer, employee, agent or Auditor is void in so far as it purports to hinder any person from causing or assisting the Auditor to comply with an obligation under Article 104(3).
            (7) No person shall be subjected to detriment or loss or damage merely by reason of undertaking any act to cause or assist an Auditor to comply with an obligation under Article 104(3).
            (8) A Court may, on application of an aggrieved person, make any order for relief where the person has been subjected to any such detriment or loss or damage referred to in Article 104(7)

          • 105. [Deleted]

      • Part 9: Control of Financial Services Transfers

        • 106. Financial services business transfer schemes

          No financial services business transfer scheme ("transfer scheme") is to have effect unless an order has been made in relation to it under Article 108.

        • 107. Definition

          A scheme is a transfer scheme if:

          (a) the whole or part of the business carried on through an establishment in the DIFC by an Authorised Firm ("the firm concerned") is to be transferred to another body ("the transferee") and the business to be transferred consists in whole or in part of financial services business; or
          (b) the Fund Property of a Fund, or of a sub-fund of an Umbrella Fund ("the Fund concerned"), is to be transferred to another Fund ("the transferee").

        • 108. Application for an order sanctioning a scheme

          (1) An application in relation to a firm may be made to the Court for an order sanctioning a transfer scheme. An application may be made by:

          (a) the firm concerned;
          (b) the transferee; or
          (c) both.
          (2) An application in relation to a Fund may be made to the Court for an order sanctioning a transfer scheme. An application may be made by:

          (a) the Fund concerned;
          (b) the Fund Manager, Trustee or auditor of the Fund concerned; or
          (c) the transferee.
          (3) The Court may grant such orders if it considers that, in all the circumstances of the case, it is appropriate to sanction the transfer scheme.

        • 109. Rights to be heard

          On an application under Article 108, the following are entitled to be heard:

          (a) any person who alleges that he would be adversely affected by the carrying out of the scheme; and
          (b) the DFSA.

        • 110. Powers of the Court in relation to a transfer scheme

          (1) If the Court makes an order sanctioning a transfer scheme, it may by that or any subsequent order make such provision (if any) as it thinks fit:
          (a) for the transfer to the transferee of the whole or any part of the undertaking concerned and of any property or liabilities of the firm concerned
          (b) for the continuation by (or against) the transferee of any pending legal proceedings by (or against) the firm concerned;
          (c) with respect to such incidental, consequential and supplementary matters as are, in its opinion, necessary to secure that the scheme is fully and effectively carried out;
          (d) for dealing with the interests of any person who, within such time and in such manner as the Court may direct, objects to the scheme;
          (e) for the dissolution, without winding up, of any firm concerned; or
          (f) for the reduction, on such terms and subject to such conditions (if any) as it thinks fit, of the benefits payable under:
          (i) any insurance policy, or
          (ii) insurance policies generally, entered into by the firm concerned and transferred as a result of the transfer scheme.
          (2) An order may:
          (a) transfer property or liabilities whether or not the firm concerned otherwise has the capacity to effect the transfer in question;
          (b) make provision in relation to property which was held by the firm concerned as trustee; or
          (c) make provision as to future or contingent rights or liabilities of the firm concerned, including provision as to the construction of instruments under which such rights or liabilities may arise.
          (3) If an order makes provision for the transfer of property or liabilities:
          (a) the property is transferred to and vests in, and
          (b) the liabilities are transferred to and become liabilities of,
          the transferee as a result of the order.
          (4) If any property or liability included in the order is governed by the law of any jurisdiction other than the DIFC, the order may require the firm concerned, if the transferee so requires, to take all necessary steps for securing that the transfer to the transferee of the property or liability is fully effective under the law of that country or territory.
          (5) Property transferred as the result of an order under this Article may, if the Court so directs, vest in the transferee free from any charge which is (as a result of the scheme) to cease to have effect.
          (6) An order under this Article which provides for the transfer of property is to be treated as an instrument of transfer for the purposes of any DIFC Law requiring the delivery of an instrument of transfer to register property.

        • 111. Requirements of a scheme

          (1) Subject to Article 111(4), an application under Article 108 in respect of a scheme shall be accompanied by a report on the terms of the transfer scheme ("a scheme report").
          (2) A scheme report may be made only by a person:
          (a) appearing to the DFSA to have the skills necessary to enable him to make a proper report; and
          (b) nominated or approved for the purpose by the DFSA.
          (3) A scheme report must be made in a form approved by the DFSA.
          (4) The DFSA may, by written notice to the firm concerned, direct that a scheme report need not be provided, if it appears to the DFSA that, by reason of urgency, it is in the interests of the DIFC so to do.
          (5) The firm concerned must give written notice of the proposed transfer to all interested parties, such parties to be determined by the DFSA, to their last known mailing address.
          (6) The firm concerned must advise of the proposed transfer by way of a notice published in an appointed newspaper. An appointed newspaper is a publication best suited to bring the proposed transfer of business to the attention of any persons who may be affected by the transfer.
          (7) The DFSA may, by written notice to the firm concerned, direct that notice as prescribed in Articles 111(5) and (6) need not be provided, if it appears to the DFSA that, by reason of urgency, it is in the interests of the DIFC so to do.
          (8) The Court may not determine an application under Article 108 if the applicant or the firm concerned have failed to comply with the requirements in Article 111.

        • 112. Conditions for sanctioning a transfer scheme

          Before the Court may make an order for a transfer scheme, it must be satisfied that, before the transfer scheme takes effect, the transferee:

          (a) will have the authorisation required (if any) to enable the business which is to be transferred to be carried on in the place to which it is to be transferred; and
          (b) will possess adequate financial resources to carry on the business concerned in accordance with the legislation applicable in the place to which it is to be transferred.

        • 113. Modifications

          The DFSA Board of Directors may make Rules providing for prescribed provisions of this Part to have effect in relation to prescribed cases with such modifications as may be prescribed.

      • Part 10: Miscellaneous

        • 114. 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 DFSA 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 DFSA 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 DFSA;
          where any such act or thing, or procedure, is essentially of a procedural nature.

        • 115. Filing of Material with the DFSA

          The DFSA may by means of Rules:

          (a) require the filing of certain material with the DFSA, 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 DFSA;
          (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 DFSA, 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.

        • 116. Publication by the DFSA

          (1) The DFSA shall make available to the public without undue delay after their making or issuing:
          (a) Rules made by the DFSA Board of Directors;
          (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 DFSA Board of Directors which has not been incorporated into the Rules.
          (2) The DFSA may publish in such form and manner as it regards appropriate information and statements relating to decisions of the DFSA and of the Court, censures, and any other matters which the DFSA 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 DFSA Board of Directors may determine.

        • 117. Language

          The DFSA may require communication to which it is a party to be conducted in English.

        • 118. General Saving and Transitional

          (1) For the purposes of this Article:
          (a) "previous law" means the Regulatory Law 2004 , the Markets Law 2012, the Collective Investment Law 2010, the Law Regulating Islamic Finance Business Law 2004 and the Investment Trust Law 2006 as in force immediately before the commencement of the DIFC Laws Amendment Law No. 1 of 2014;
          (b) "current law" means the provisions of the laws referred to in paragraph (a) as in force after the commencement of the DIFC Laws Amendment Law No. 1 of 2014.
          (2) The DFSA may, by Rules, prescribe any transitional or saving provisions as appear to the DFSA necessary so as to give effect to, or facilitate, the transition from the previous law to the current law.

      • Schedule 1 Interpretation

        • 1. Rules of interpretation

          (1) In the Law, a reference to:
          (a) a statutory provision includes a reference to the statutory provision as amended or re-enacted from time to time;
          (b) a person includes any natural person, body corporate or body unincorporate, including a company, partnership, unincorporated association, government or state;
          (c) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in the Law, include publishing or causing to be published in printed or electronic form;
          (d) unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official State holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day;
          (e) a calendar year shall mean a year of the Gregorian calendar;
          (f) a reference to the masculine gender includes the feminine; and
          (g) any reference to 'dollars' or '$' is a reference to United States Dollars
          unless the contrary intention appears.
          (2) The headings in the Law shall not affect its interpretation.

        • 2. Legislation in the DIFC

          References to legislation and Guidance in the Law shall be construed in accordance with the following provisions:

          (a) Federal Law is law made by the federal government of the State;
          (b) Dubai Law is law made by the Ruler, as applicable in the Emirate of Dubai;
          (c) DIFC Law is law made by the Ruler (including, by way of example, the Law), as applicable in the DIFC;
          (d) the Law is the Regulatory Law, DIFC Law No.1 of 2004 made by the Ruler;
          (e) the Rules are legislation made by the DFSA under the Law and are binding in nature;
          (f) Guidance is indicative and non-binding and may comprise (i) guidance made and issued by the Chief Executive as notations to the Rules; and (ii) any standard or code of practice issued by the DFSA Board of Directors which has not been incorporated into the Rules; and
          (g) references to "legislation administered by the DFSA" are references to DIFC Law and Rules conferring functions and powers on the DFSA.

        • 3. Defined Terms

          In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings:

          Term Definition
          Audit Service has the meaning given to that term in Article 97(d) of this Law.
          Auditor has the meaning given to that term in Article 97(a) of this Law.
          Audit Principal has the meaning given to that term in Article 97(c) of this Law.
          Affiliate in relation to an Authorised Person, means any other entity in the Group to which the Authorised Person belongs.
          Authorised Firm a person who holds a Licence to carry on one or more Financial Services prescribed pursuant to Article 42(1)(a).
          Authorised Individual an individual who has been authorised by the DFSA to perform one or more Licensed Functions for an Authorised Firm.
          Authorised Market Institution a person who is licensed by DFSA in relation to the carrying on of one or more Financial Services prescribed pursuant to Article 42(1)(b).
          Authorised Person an Authorised Firm or an Authorised Market Institution.
          Chairman of the DFSA the person appointed to the office of chairman of the DFSA, a Board Member and chairman of the DFSA Board of Directors, by the President.
          Chief Executive the person appointed to the office of Chief Executive by the DFSA Board of Directors.
          Companies Law DIFC law relating to the incorporation of Companies.
          Companies Registrar the person appointed to the office of Registrar under the DIFC Companies Law 2004.
          Board Member a person appointed to the office of Member of the DFSA Board of Directors.
          Collective Investment Prohibitions the general and marketing prohibitions prescribed under Articles 20, 21 and 50 of the Collective Investment Law 2010.
          Court the DIFC Court as established under Dubai Law.
          director a director or equivalent member of an entity's governing body.
          Decision Notice a written notice given by the DFSA to a person pursuant to paragraph 5 of Schedule 3.
          DFSA the Dubai Financial Services Authority.
          DIFC the Dubai International Financial Centre.
          DIFC Authority the executive body of the DIFC, established under Dubai Law.
          Dubai Law has the meaning given in Article 2 of Schedule 1 to the Law.
          DNFBP has the meaning prescribed in the Rules made pursuant to Article 60(6) of the Law.
          Domestic Firm

          an Authorised Person which:

          (a) has its registered and head office in the DIFC; or
          (b) if it is a subsidiary of a legal entity whose principal place of business and head office is in a jurisdiction other than the DIFC, has its registered office in the DIFC.
          Domestic Fund has the meaning given in Article 3 of Schedule 1 to the Collective Investment Law 2010.
          Financial Markets Tribunal the Financial Markets Tribunal referred to in Article 26 of the Law.
          Financial Promotion has the meaning given in Article 41A(3) of this Law.
          Financial Promotions Prohibition the prohibition prescribed under Article 41A(1) of this Law.
          Financial Service has the meaning given in Article 41 of this Law.
          Financial Services Prohibition the prohibition prescribed under Article 41 of this Law.
          Financial Services Regulator a regulator of financial services activities established in a jurisdiction other than the DIFC.
          FMT the Financial Markets Tribunal.
          Fund Manager has the meaning given in Article 20(4) of the Collective Investment Law 2010.
          Fund has the meaning given in Article 3 of Schedule 1 to the Collective Investment Law 2010.
          Governing Body has the meaning given to that term in Article 3 of Schedule 1 to the Collective Investment Law 2010.
          Group

          means a group of entities which includes an entity (the 'first entity') and:

          (a) any Parent of the first entity; and
          (b) any Subsidiaries (direct or indirect) of the Parent or Parents in (a) of the first entity.
          Guidance has the meaning given in Article 2 of Schedule 1 to the Law.
          Investment Trust has the meaning given to that term in Article 3 of the Schedule to the Investment Trust Law 2006.
          Key Individual an individual who has been authorised by the DFSA to perform one or more Licensed Functions for an Authorised Market Institution.
          Law the Regulatory Law 2004.
          legislation includes rules or regulations made under legislation.
          Licence a licence granted by the DFSA under Chapter 2 of Part 3.
          Licence Endorsement an endorsement made by the DFSA on a Licence that permits an Authorised Person to carry on an activity prescribed under Article 44.
          Licensed Function a function prescribed pursuant to Article 43(1).
          officer in relation to an entity, means an officer of that entity including a director.
          Parent a holding company as defined in Schedule 1 to the DIFC Companies Law.
          person has the meaning given in Article 1 of Schedule 1 to the Law.
          Preliminary Notice a written notice given by the DFSA to a person under paragraph 4(1) of Schedule 3.
          President the president of the DIFC, appointed by a decree of the Ruler pursuant to Dubai Law.
          Principal Representative has the meaning prescribed in the Rules.
          Privileged Communication a communication attracting a privilege arising from the provision of professional legal advice and any other privilege applicable at law, but does not include a general duty of confidentiality.
          Public Fund has the meaning given to that term in Article 3 of Schedule 1 to the Collective Investment Law 2010.
          Public Listed Company a person incorporated or formed in the DIFC and who is admitted to an official list of securities in the DIFC or an equivalent list of securities in another jurisdiction.
          Recognised Person has the meaning given in Article 37(3) of the Markets Law [2011].
          Registered Auditor has the meaning given to that term in Article 97(b) of this Law.
          Reporting Entity has the meaning given to that term in Article 3 of the Schedule to the Markets Law 2012.
          Ruler the ruler of the Emirate of Dubai.
          Rules has the meaning given in Article 2 of Schedule 1 to the Law.
          Schedule a schedule to the Law.
          Special Resolution has the meaning given in Article 3 of Schedule 1 to the Collective Investment Law 2010.
          State United Arab Emirates.
          Subsidiary a subsidiary as defined in Schedule 1 to the DIFC Companies Law.
          Trustee a Trustee within the meaning of the Investment Trust Law 2006 and the Collective Investment Law 2010.
          Unitholder has the meaning given in Article 3 of Schedule 1 to the Collective Investment Law 2010.

      • Schedule 2 The DFSA

        • The constitutional terms of the DFSA

          The DFSA is a body corporate established under Dubai Law.

          The DFSA shall have its own constitutional provisions, which shall incorporate the following provisions of Schedule 2, and which shall not be inconsistent with these provisions:

          (a) the full legal title of the DFSA shall be "The Dubai Financial Services Authority";
          (b) the full legal title of the DFSA may be abbreviated in common usage to "DFSA";
          (c) the registered office of the DFSA is to be situated in the Emirate of Dubai;
          (d) the DFSA may acquire, hold and dispose of property of any description;
          (e) the DFSA may make contracts and other agreements;
          (f) the DFSA may receive and spend monies;
          (g) the DFSA may, with the prior written consent of the President, borrow monies and provide security for such borrowings;
          (h) the DFSA may agree in writing with the President an amount of unsecured borrowing below which the prior written consent of the President is not required;
          (i) the DFSA may employ persons on such terms as it considers appropriate;
          (j) the DFSA shall appoint and employ such persons as it shall deem necessary for it to be able to exercise its powers and perform its functions; and
          (k) the DFSA may sue and be sued in its own name.

      • Schedule 3 Decision-making Procedures

        • 1. Interpretation

          For the purposes of this Schedule:

          "Relevant Person" means a person in relation to whom a power is exercised or proposed to be exercised.

        • 2. Application of Schedule

          This Schedule applies to the DFSA, subject to paragraph 3, where a provision in legislation administered by the DFSA requires the DFSA to make a decision in accordance with the procedures in this Schedule.

        • 3. Decisions to which procedures do not apply

          (1) The procedures in this Schedule (other than sub-paragraph (2) of this paragraph) do not apply to a decision by the DFSA:
          (a) to withdraw a direction, requirement, restriction or prohibition;
          (b) to withdraw a condition or restriction imposed in relation to a Licence, Licence Endorsement, registration, authorisation or approval; or
          (c) in relation to a person, if the person has requested, or consented in writing to, the making of the decision.
          (2) In the cases referred to in sub-paragraph (1), the DFSA must notify the person in writing of the decision and the date on which it is to take effect.
          (3) If the DFSA makes a decision in relation to a person after a determination of the FMT or a decision of the Court relating to the conduct of the person, the requirement to give the person an opportunity to make representations under paragraph 4 or 6 (as applicable) does not apply in relation to findings of fact of the FMT or the Court.

        • 4. Opportunity to make representations before a decision

          (1) If the DFSA proposes to make a decision to which this Schedule applies, it must first give the Relevant Person:
          (a) a written notice (a "Preliminary Notice") containing the information in sub-paragraph (2); and
          (b) an opportunity to make representations to the DFSA in person and in writing concerning the decision the DFSA proposes to take.
          (2) The Preliminary Notice must:
          (a) specify the proposed decision;
          (b) specify the reasons for that proposed decision, including any proposed findings of fact;
          (c) include a copy of the relevant materials which were considered in making the proposed decision;
          (d) inform the person that they may make representations to the DFSA concerning the proposed decision; and
          (e) specify how and by when any representations may be made.
          (3) For the purposes of sub-paragraph (2)(c), the DFSA:
          (a) may refer to materials (instead of providing a copy) if they are already held by the Relevant Person or are publicly available; and
          (b) is not required to provide material that is the subject of legal professional privilege.
          (4) If the DFSA does not receive any representations within the period specified in the Preliminary Notice, it may proceed to make the proposed decision and give the person a Decision Notice in accordance with paragraph 5.
          (5) If the DFSA receives representations within the period specified in the Preliminary Notice, it must consider the representations in making the decision.
          (6) If, after considering the representations, the DFSA decides:
          (a) to make the proposed decision (either as proposed or with variations), then it must give the person a Decision Notice under paragraph 5; or
          (b) not to make the proposed decision, then it must as soon as practicable notify the person in writing that it has decided not to make the decision.
          (7) If the DFSA concludes that any delay likely to arise as a result of complying with the procedures in this paragraph would be prejudicial to the interests of direct or indirect users of financial services in the DIFC or otherwise prejudicial to the interests of the DIFC:
          (a) the requirements in sub-paragraphs (1) to (6) do not apply; and
          (b) instead the DFSA must provide the person with an opportunity to make representations in accordance with the procedures in paragraph 6 after it has made the decision.

        • 5. Decision Notice

          (1) If the DFSA decides to make a decision to which this Schedule applies, it must, as soon as practicable, give the Relevant Person a written notice (a "Decision Notice") specifying:
          (a) the decision;
          (b) the reasons for the decision, including its findings of fact;
          (c) the date on which the decision is to take effect;
          (d) if applicable, the date by which any relevant action must be taken by the person; and
          (e) the person's right to seek review of the decision by the FMT (where applicable).
          (2) The Decision Notice must include a copy of the relevant materials which were considered in making the decision.
          (3) For the purposes of sub-paragraph (2), the DFSA:
          (a) may refer to materials (instead of providing a copy) if they are already held by the Relevant Person or are publicly available; and
          (b) is not required to provide material that is the subject of legal professional privilege.

        • 6. Opportunity to make representations after a decision

          (1) If this paragraph applies under paragraph 4(7), the DFSA must:
          (a) provide the Relevant Person with an opportunity to make representations to the DFSA in person and in writing within a period of 14 days, or such further period as may be agreed, from the date on which the Decision Notice is given to the person under paragraph 5; and
          (b) inform the Relevant Person in the Decision Notice that they may make representations concerning the decision and specify how and by when any representations may be made.
          (2) If the DFSA does not receive any representations within the period specified in the Decision Notice, it must inform the person in writing that the decision is to stand (subject to any right of the person to refer the matter to the FMT for review).
          (3) If the DFSA receives representations within the period specified in the Decision Notice, it must consider the representations in deciding whether to confirm, withdraw or vary the decision.
          (4) If after considering representations received the DFSA decides:
          (a) to confirm the decision, it must as soon as practicable notify the person in writing that the decision is to stand (subject to any right of the person to refer the matter to the FMT for review);
          (b) to withdraw the decision, it must as soon as practicable notify the person in writing that the decision has been withdrawn; or
          (c) to vary the decision, it must as soon as practicable give the person an amended Decision Notice under paragraph 5.
          (5) For the avoidance of doubt, the opportunity to make representations under this paragraph does not arise:
          (a) if the person was given a Preliminary Notice and the opportunity to make representations under paragraph 4 before the decision was made; or
          (b) in respect of an amended Decision Notice given under sub-paragraph (4)(c).

    • Trust Law

      Trust Law
      DIFC Law No. 11 of 2005

      which was enacted and came into force on 9 November 2005
      and was subsequently amended by :

      DIFC Laws Amendment Law 2007,
      DIFC Law No.2 of 2007
      on 15 February 2007 and;
      DIFC Laws Amendment Law,
      DIFC Law No. 1 of 2010
      on 2 May 2010.

      • Part 1: General

        • 1. Title

          This Law may be cited as the "Trust Law 2005".

        • 2. Legislative authority

          This Law is made by the Ruler of Dubai.

        • 3. Application of the Law

          This Law applies in the jurisdiction of the Dubai International Financial Centre.

        • 4. Scope of the Law

          This Law applies to express trusts, charitable or non-charitable, and trusts created pursuant to law or judgment that requires the trust to be administered in the manner of an express trust.

        • 5. Date of Enactment

          This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

        • 6. Commencement

          This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

        • 7. Interpretation

          Schedule 1 contains:

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

        • 8. Administration of this Law

          This Law is administered by the DFSA.

        • 9. The power of the DFSA to make Rules

          The DFSA Board of Directors may make Rules for the purposes of this Law pursuant to the power conferred upon it under Article 23 of the Regulatory Law 2004.

        • 10. Default and mandatory rules

          (1) Except as otherwise provided in the terms of the trust, this Law governs the duties and powers of a trustee, relations among trustees and the rights and interests of a beneficiary.
          (2) The terms of a trust prevail over any provision of this Law, except:
          (a) the requirements for creating a trust;
          (b) the duty of a trustee to act in good faith and in accordance with the purposes of the trust;
          (c) the requirement that a trust and its terms be for the benefit of its beneficiaries, and that the trust have a purpose that is lawful, not contrary to public policy in the DIFC, and possible to achieve;
          (d) the power of the Court to modify or terminate a trust in accordance with this Law;
          (e) the effect of a protective trust as provided in Part 6;
          (f) the power of the Court under Article 44 to adjust a trustee's compensation specified in the terms of the trust which is unreasonably low or high;
          (g) the effect of an exculpatory term under Article 64;
          (h) the rights under Articles 67 and 68 of a person other than a trustee or beneficiary;
          (i) periods of limitation for commencing a judicial proceeding;
          (j) the power of the Court to take such action and exercise such jurisdiction as may be necessary in the interests of justice; and
          (k) exclusive jurisdiction of the Court under Article 20.

        • 11. Common Law and Principles of Equity

          The common law of trusts and principles of equity supplement this Law, except to the extent modified by this Law or any other DIFC Law or by the Court.

      • Part 2: Choice of Governing Law; Place of Administration

        • 12. Governing Law

          (1) The meaning and effect of the terms of a trust are:
          (a) determined by the law of the jurisdiction expressed by the terms of the trust as the governing law; failing that
          (b) to be implied from the terms of the trust; or failing either
          (c) to be determined by the law with which the trust at the time it was created had the closest connection.
          (2) The references in Article 12(1)(a) and (b) to "failing that" or "failing either" include references to cases:
          (a) where no law is expressed or implied under Article 12(1)(a) or (b); and
          (b) where a law is so expressed or implied, but that law does not provide for trusts or the category of trusts concerned.
          (3) In ascertaining, for the purpose of Article 12(1)(c), the law with which a trust had the closest connection, reference shall be made in particular to:
          (a) the place of administration of the trust designated by the settlor;
          (b) the situs of the assets of the trust;
          (c) the place of residence or business of the trustee; and
          (d) the objects of the trust and the places where they are to be fulfilled.
          (4) A settlor may, whether or not he is resident in the DIFC, expressly declare in the trust instrument that the laws of the DIFC shall be the governing law of the trust.
          (5) A term of the trust expressly declaring that the laws of the DIFC shall govern the trust is valid, effective and conclusive regardless of any other circumstance.

        • 13. Provision for change of governing law

          (1) Where a term of a trust so provides, the governing law may be changed to or from the laws of the DIFC, in the manner prescribed by the terms of the trust, if:
          (a) in the case of a change to the laws of the DIFC, such change is recognised by the governing law previously in effect; or
          (b) in the case of a change from the laws of the DIFC, the new governing law would recognise the validity of the trust and all the trusts, powers and provisions of the trust remain enforceable, capable of being exercised and so taking effect.
          (2) Where the governing law of the trust changes to DIFC Law, that trust shall be for all purposes a DIFC trust.
          (3) A change in the governing law shall not affect the legality or validity of, or render any person liable for, anything done before the change.

        • 14. Matters determined by governing law

          (1) Subject to Article 14(2), all matters arising in regard to a trust which is for the time being governed by the laws of the DIFC or in regard to any disposition of property upon the trust thereof shall be determined in accordance with the laws of the DIFC.
          (2) Subject to Articles 15, 16 and 17, Article 14(1) shall:
          (a) not validate any disposition of property which is neither owned by the settlor nor is the subject of a power in that behalf vested in the settlor;
          (b) not validate any trust or disposition of immovable property situated in a jurisdiction other than DIFC in which such trust or disposition is invalid according to the laws of such jurisdiction;
          (c) not validate any testamentary trust or disposition which is invalid according to the laws of the testator's last domicile;
          (d) not affect the recognition of foreign laws in determining whether the settlor is or was the owner of the settled property or is or was the holder of a power to dispose of such property;
          (e) not affect the recognition of the laws of its place of incorporation in relation to the capacity of a corporation; and
          (f) not affect the recognition of foreign laws prescribing generally, without reference to the existence or terms of the trust, the formalities for the disposition of property.

        • 15. Limitations in foreign law

          Without limiting the generality of Article 14(1), no trust governed by the laws of the DIFC and no disposition of property to be held in trust that is valid under the laws of the DIFC is void, voidable, liable to be set aside or defective in any manner by reference to a foreign law; nor is the capacity of any settlor in relation to the trust or disposition to be questioned nor is the trustee or any beneficiary or any other person to be subjected to any liability or deprived of any right, by reason that:

          (a) the laws of any foreign jurisdiction prohibit or do not recognise the concept of a trust; or
          (b) the trust or disposition voids or defeats any rights, claims or interest conferred by foreign law upon any person by reason of a personal relationship to the settlor or by way of heirship rights or contravenes any rule of foreign law or any foreign, judicial or administrative order, arbitration award or action intended to recognise, protect, enforce or give effect to any such rights, claims or interest.

        • 16. Heirship rights

          An heirship right conferred by foreign law in relation to the property of a living person shall not be recognised as:

          (a) affecting the ownership of immovable property in the DIFC and movable property wherever it is situated for the purposes of Article 14(2)(a) and (b) or for any other purpose; or
          (b) constituting an obligation or liability for any purpose.

        • 17. Foreign Judgments

          A foreign judgment shall not be recognised or enforced or give rise to any estoppels insofar as it is inconsistent with Articles 15 and 16.

        • 18. Place of Administration

          (1) Without precluding other means for establishing a close connection with the designated jurisdiction, terms of a trust designating the place of administration are valid and conclusive if:
          (a) a trustee's principal place of business is located in or a trustee is resident of the designated jurisdiction; or
          (b) all or part of the administration occurs in the designated jurisdiction.
          (2) A trustee is under a continuing duty to administer the trust at a place appropriate to its purposes, its administration, and the interests of the beneficiaries or in furtherance of its purposes and in accordance with the terms of the trust.
          (3) Without precluding the right of the Court to order, approve, or disapprove a transfer in furtherance of the duty prescribed in Article 18(2), the trustee may transfer the trust's place of administration to another jurisdiction outside the DIFC.
          (4) In connection with a transfer of the trust's place of administration, the trustee may transfer some or all of the trust property to a successor trustee designated in the terms of the trust.

      • Part 3: Judicial and Non Judicial Proceedings

        • 19. Role of the Court in administration of trust

          (1) The Court may intervene in the administration of a trust to the extent its jurisdiction is invoked by an interested person or as provided by Law.
          (2) A trust is not subject to continuing judicial supervision unless so ordered by the Court.
          (3) A judicial proceeding involving a trust may relate to any matter involving the trust's administration, including a request for instructions and an action to declare rights.

        • 20. Jurisdiction of the Court

          The Court has jurisdiction where:

          (a) the trust is a DIFC trust;
          (b) a trustee of a foreign trust is resident in the DIFC;
          (c) any trust property of a foreign trust is situated in the DIFC but only in respect of property so situated; or
          (d) administration of any trust property of a foreign trust is carried out in the DIFC.

        • 21. Application to and certain powers of the Court

          (1) A trustee may make an application to the Court for direction, opinion or advice concerning the manner in which he may or should act in connection with any matter concerning the trust and the Court may make such order, if any, as it thinks fit.
          (2) The Court may if it thinks fit:
          (a) make an order concerning:
          (i) the execution or the administration of any trust;
          (ii) the trustee of any trust, including an order relating to the exercise of any power, discretion or duty of the trustee, the appointment or removal of a trustee, the remuneration of a trustee, the submission of accounts, the conduct of the trustee and payments, whether payments into Court or otherwise;
          (iii) the vesting of trust property;
          (iv) a beneficiary or any person having a connection with the trust as the Court may determine; or
          (v) the appointment or removal of an enforcer in relation to any non-charitable purposes of the trust;
          (b) make a declaration as to the validity or the enforceability of a trust; or
          (c) rescind or vary any order or declaration made under this Law, or make any new or further order or declaration.

        • 22. Payment of costs

          The costs and expenses of and incidental to an application to the Court under this Law shall be paid out of the trust property or be borne and paid in such other manner or by such other person as the Court may order.

      • Part 4: Creation, Validity and Modification of a DIFC Trust

        • 23. Creation of a trust

          (1) A trust may be created by:
          (a) transfer of property to another person as trustee during the settlor's lifetime or by will or other disposition taking effect upon the settlor's death;
          (b) the transfer of property from one trust to another;
          (c) declaration by the beneficial owner of property that the legal owner holds identifiable property as trustee; or
          (d) exercise of a power of appointment in favour of a trustee.
          (2) A trust shall come into existence by an instrument in writing including a will or codicil.

        • 24. Requirements for creation

          (1) A trust is created if:
          (a) the settlor has the capacity to create a trust;
          (b) the settlor indicates an intention to create the trust;
          (c) the trust either:
          (i) has a definite beneficiary;
          (ii) is a charitable trust, as provided for in Article 28; or
          (iii) is a non-charitable purpose trust, as provided for in Article 29;
          (d) the trustee holds or has vested in him or it property for the benefit of a beneficiary or for a purpose;
          (e) the trustee has duties to perform; and
          (f) the same person is not the sole trustee and sole beneficiary.
          (2) A beneficiary is definite if the beneficiary can be ascertained now or in the future.
          (3) A trust may have at the same time a definite beneficiary and a purpose.

        • 25. Trust purposes

          (1) A trust may only be created to the extent its purposes are sufficiently certain to allow the trust to be carried out, lawful and not contrary to public policy in the DIFC.
          (2) A trust and its terms shall be for the benefit of its beneficiaries or in furtherance and support of its purposes.

        • 26. Duration of a trust

          A trust may continue indefinitely or terminate in accordance with this Law or with the terms of the trust.

        • 27. Validity and invalidity of a trust

          (1) Subject to Article 27(2) and (3), a trust shall be valid and enforceable in accordance with its terms.
          (2) A trust shall be invalid to the extent that:
          (a) it purports to do anything which is contrary to DIFC Law;
          (b) it is created for a purpose in relation to which there is no beneficiary, not being a charitable purpose, unless it complies with Article 29;
          (c) its creation was induced by fraud, duress, undue influence or misrepresentation;
          (d) the trust is immoral or contrary to public policy in the DIFC; or
          (e) the terms of the trust are so uncertain that its performance is rendered impossible.
          (3) Where a trust is created for two or more purposes of which some are lawful and others are unlawful:
          (a) if those purposes cannot be separated the trust shall be invalid; or
          (b) where those purposes can be separated the Court may declare that the trust is valid as to the purposes which are lawful.

        • 28. Charitable trust

          (1) A charitable trust may be created for the relief of poverty, the advancement of education or religion, the promotion of health or art, the protection of the environment, or any other purposes which are beneficial to the general public.
          (2) If the terms of a charitable trust do not indicate a particular charitable purpose or beneficiary or a means by which a particular charitable purpose or beneficiary may be selected, the Court may select one or more charitable purposes or beneficiaries in accordance with the settlor's intention to the extent it can be ascertained.
          (3) Subject to Article 28(4) if a particular charitable purpose becomes unlawful, impracticable, impossible to achieve, contrary to public policy in the DIFC, or obsolete in that, by reason of changed circumstances, it fails to achieve the purpose of the trust:
          (a) the trust does not fail, in whole or in part;
          (b) the trust property does not revert to the settlor or the settlor's successors in interest; and
          (c) the Court may apply cy pres to vary or terminate the trust by directing that the trust property be applied or distributed, in whole or in part, in a manner consistent with the settlor's intentions.
          (4) A provision in the terms of a charitable trust that would result in distribution of the trust property to a non-charitable beneficiary prevails over the power of the Court under Article 28(3) to apply cy pres to vary or terminate the trust only if, when the provision takes effect, the trust property is to revert to the settlor and the settlor is still living.
          (5) A charitable trust may be enforced by the settlor of the trust, is still living, maintaining a proceeding to enforce such trust or by the Court.

        • 29. Non-charitable trusts or purpose trusts

          (1) A trust shall not be invalid by reason of Article 27(2)(b) if the terms of the trust provide for the appointment of an enforcer in relation to its non-charitable purposes and for the appointment of a new enforcer at any time when there is none.
          (2) Subject to Article 29(1), a trust may be declared by trust instrument for a non-charitable purpose, including the purpose of holding or investing in shares in a company or juridical person or any other assets constituting the trust property if:
          (a) the purpose is possible and sufficiently certain to allow the trust to be carried out;
          (b) the purpose is not contrary to public policy in the DIFC or unlawful under the laws of the DIFC; or
          (c) the trust instrument specifies the event upon the happening of which the trust terminates and provides for the disposition of surplus assets of the trust upon its termination.
          (3) It shall be the duty of an enforcer to enforce the trust in relation to its non-charitable purposes.
          (4) The appointment of a person as enforcer of a trust in relation to its non-charitable purposes shall not have effect if he is also a trustee of the trust or has a conflict of interest.
          (5) Except as permitted by this Law or expressly provided by the terms of the trust, or with the approval of the Court an enforcer shall not:
          (a) directly or indirectly profit from his appointment;
          (b) cause or permit any other person to profit directly or indirectly from such appointment; or
          (c) on his own account enter into any transaction with the trustees or relating to the trust property which may result in profit to him or the trustee.
          (6) Subject to Article 29(7), an enforcer may resign his office by notice in writing delivered to the trustee. Such resignation shall take effect upon delivery of notice.
          (7) A resignation given in order to facilitate a breach of trust shall be of no effect.
          (8) An enforcer shall cease to be an enforcer of the trust in relation to its non-charitable purposes immediately upon:
          (a) the enforcer's removal from office by the Court;
          (b) the enforcer's resignation becoming effective;
          (c) the coming into effect of a provision in the terms of a trust under which the enforcer is removed from office or otherwise ceases to hold office; or
          (d) the enforcer's appointment as a trustee of the trust.
          (9) A trustee of a trust for non-charitable purposes shall, at any time when there is no enforcer in relation to them, take such steps as may be necessary to secure the appointment of a new enforcer.
          (10) Where the trustee of a trust for non-charitable purposes has reason to believe that the enforcer in relation to such purposes is unwilling or refuses to act, or is unfit to act or incapable of acting, he shall apply to the Court for the removal of the enforcer and the appointment of a replacement.

        • 30. Variation and revocation of a trust

          (1) A trust may expressly provide that:
          (a) its terms are capable of variation; or
          (b) the trust itself or a power exercisable under the trust is revocable either in whole or in part.
          (2) Where a trust provides that the terms of the trust may be varied, such power to vary shall be without prejudice to the power vested in the Court by this Law for the variation of the terms of the trust.
          (3) No variation of the terms of the trust or revocation of a trust or a power exercisable under a trust shall prejudice anything lawfully done by a trustee in relation to a trust prior to his receiving a notice of such variation or revocation.
          (4) Subject to the terms of the trust, where a trust is revoked, either in whole or in part, the trustee shall hold the trust property affected by the revocation for the settlor absolutely or if the settlor is dead, for the settlor's personal representative or estate.
          (5) For the purposes of this Article, the "settlor" is the particular person who provided the property which is the subject of revocation.
          (6) The Court may vary the terms of a trust:
          (a) even if unambiguous, to conform the terms to the settlor's intention if it is provided by clear and convincing evidence that both the settlor's intent and the terms of the trust were affected by a mistake of fact or law, whether in expression or inducement;
          (b) if, because of circumstances not anticipated by the settlor, modification will further the purpose of the trust; or
          (c) if continuation of the trust on its existing terms would be impracticable or wasteful or impair the trust's administration;
          (7) An application under Article 30(6) may be made by the settlor, the trustee, the beneficiary or the guardian or representative of a beneficiary who is a minor, incapacitated, unascertained or unborn.

        • 31. Failure or lapse of interest

          (1) Subject to the terms of a trust and to any order of the Court, the trust property or interest under the trust shall be held by the trustee for the settlor absolutely or if the settlor is dead, for the settlor's personal representatives or estate where:
          (a) the interest in question lapses;
          (b) the trust property is vested in a person otherwise than for his sole benefit but the trusts upon which he is to hold the property are not declared or communicated to him; or
          (c) the trust terminates otherwise than in pursuance of Article 32(1)(d).
          (2) For the purposes of this Article, the "settlor" is the particular person who provided the property affected by the failure or lapse.

        • 32. Termination of a trust

          (1) Without prejudice to the powers of the Court under this Law a trust terminates:
          (a) if the trust is revoked or expires pursuant to its terms;
          (b) if there is no beneficiary or person who can become a beneficiary in accordance with the terms of the trust or if no purpose of the trust remains to be achieved;
          (c) if the purposes of the trust have become unlawful, or impossible to achieve; or
          (d) notwithstanding the terms of the trust, upon consent of all the beneficiaries in existence who have been ascertained and none of whom is a minor or a person under a legal disability.
          (2) The Court may terminate a trust:
          (a) because of circumstances not anticipated by the settlor, if termination will further the purposes of the trust; or
          (b) if the value of the trust property is insufficient to justify the cost of administration.
          (3) An application to the Court under this Article may be made by a settlor, a trustee or a beneficiary as the case may be.

        • 33. Distribution of property

          (1) Without prejudice to the powers of the Court under Article 33(3), on the termination of the trust the trustee shall distribute the trust property to the persons entitled thereto within a reasonable time and in accordance with the terms of the trust.
          (2) The trustee may retain sufficient assets or obtain satisfactory security to make reasonable provision for liabilities, whether existing, future, contingent or otherwise, before distributing the trust property under Article 33(1).
          (3) The Court may, on the termination of a trust or at any time thereafter, upon an application made by a trustee or any beneficiary as the case may be:
          (a) require the trustee to distribute the trust property;
          (b) direct the trustee not to distribute the trust property; or
          (c) make such other order as it thinks fit.

      • Part 5: The Beneficiaries of a DIFC Trust

        • 34. Beneficiaries of a trust

          (1) A beneficiary shall be:
          (a) identifiable by name; or
          (b) ascertainable by reference to:
          (i) a class; or
          (ii) a relationship to some person whether or not living at the time of the creation of the trust or at the time which under the terms of the trust is the time by reference to which members of a class are to be determined.
          (2) The terms of a trust may provide for the addition of a person as a beneficiary or the exclusion of a beneficiary from benefit.
          (3) A settlor or a trustee of a trust may also be a beneficiary of a trust.

        • 35. Disclaimer

          (1) A beneficiary may disclaim his whole interest.
          (2) A disclaimer made under Article 35(1) shall be in writing and shall be irrevocable.
          (3) Subject to the terms of a trust, a beneficiary under a trust may disclaim part of his interest, whether or not he has received some benefit from his interest.
          (4) A disclaimer made under Article 35(3) may, subject to the terms of the trust, be revocable and it shall be exercisable in the manner and under the circumstances so expressed.

        • 36. Interest of beneficiary and dealings thereof

          (1) The interest of a beneficiary shall constitute movable property.
          (2) Subject to the terms of a trust, a beneficiary may, by instrument in writing, sell, charge, transfer or otherwise deal with his interest in any manner.

      • Part 6: Protective Trusts and Creditors' Claims

        • 37. Protective Trusts

          (1) The terms of a trust may make the interest of the beneficiary liable to termination.
          (2) Without prejudice to the generality of Article 37(1), the terms of a trust may make the interest of a beneficiary in the income or capital of the trust property subject to:
          (a) a restriction on alienation or disposal; or
          (b) a diminution or termination in the event of the beneficiary becoming bankrupt or any of his property becoming liable to sequestration for the benefit of his creditors.
          (3) A trust under which the interest of a beneficiary is subject to restriction, diminution or termination under Article 37(2) is a protective trust.
          (4) A provision in the terms of a trust requiring the interest of a beneficiary in trust property to be held upon a protective trust shall be construed as a requirement that the interest of the beneficiary be subject to restriction, diminution or termination as mentioned in Article 37(2).

        • 38. Creditors claims in relation to a discretionary trust

          (1) In the case of a discretionary trust, whether or not such trust contains a protective provision, a creditor of a beneficiary may not compel a distribution that is subject to the trustee's discretion, even if:
          (a) the discretion is expressed in the form of a standard of distribution; or
          (b) the trustee has abused the discretion.
          (2) To the extent a trustee has not complied with a standard of distribution or has abused a discretion:
          (a) a distribution may be ordered by the Court to satisfy a judgment or Court order against the beneficiary for support or maintenance of the beneficiary's child, spouse or former spouse; and
          (b) the Court shall direct the trustee to pay to the child, spouse, or former spouse such amount as is equitable under the circumstances but not more than the amount the trustee would have been required to distribute to or for the benefit of the beneficiary had the trustee complied with the standard or not abused the discretion.

      • Part 7: Office of Trustee

        • 39. Accepting or declining trusteeship

          (1) Except as otherwise provided in Article 39(3) a person designated as trustee accepts the trusteeship:
          (a) by substantially complying with a method of acceptance provided in the terms of the trust; or
          (b) if the terms of the trust do not provide a method or the method provided in the terms is not expressly made exclusive, by accepting delivery of the trust property, exercising powers or performing duties as trustee, or otherwise indicating acceptance of the trusteeship.
          (2) A person designated as trustee who has not yet accepted the trusteeship may decline the trusteeship. A designated trustee who does not accept the trusteeship within a reasonable amount of time after knowing of the designation is deemed to have rejected the trusteeship.
          (3) A person designated as a trustee, without accepting the trusteeship, may without liability for loss:
          (a) act to preserve the trust property if, within a reasonable time after acting, he sends a written rejection of the trusteeship to the settlor or, if the settlor is dead or lacks capacity, to a named beneficiary;
          (b) inspect or investigate trust property to determine potential liability under any other law or for any other purpose; or
          (c) apply to the Court for directions or advice.
          (4) A person who knowingly does any act or thing in relation to the trust property consistent with the status of a trustee of that property shall be deemed to have accepted appointment as a trustee, but he shall not be remunerated for acting in such capacity as provided in Article 44, unless the trustee appointed under the terms of the trust otherwise agrees.

        • 40. Vacancy in trusteeship; appointment of a new trustee

          (1) A vacancy in a trusteeship occurs if:
          (a) a person designated as trustee rejects the trusteeship;
          (b) a person designated as trustee cannot be identified or does not exist;
          (c) a trustee resigns;
          (d) a trustee is removed;
          (e) a trustee dies; or
          (f) a guardian is appointed for an individual serving as trustee.
          (2) Where the terms of a trust contain no provision for the appointment of a new trustee, the trustee for the time being may appoint a new trustee or failing that the Court may appoint a new trustee.
          (3) Subject to the terms of the trust, a trustee appointed under this Article shall have the same powers, discretions and duties and may act as if he had been originally appointed a trustee.
          (4) A trustee having power to appoint a new trustee who fails to exercise such power may be removed from office by the Court and the Court may appoint a new trustee.
          (5) If one or more co-trustees remain in office, a vacancy in a trusteeship need not be filled.
          (6) A vacancy in trusteeship shall be filled if the trust has no remaining trustee.
          (7) Where there is no trustee a trust shall not fail on that account.

        • 41. Resignation of trustee

          (1) Subject to the terms of the trust, a trustee may resign his office:
          (a) by giving at least 30 days notice in writing to the beneficiaries, the settlor, if living, and all his co-trustees. Such resignation shall take effect termination of such 30 day notice period or such earlier date as shall be agreed between the trustee resigning and the settlor, if living, and his co-trustees;
          (b) with the approval of the Court; or
          (c) otherwise in accordance with the terms of the trust.
          (2) A resignation given in order to facilitate a breach of trust shall have no effect.

        • 42. Removal of trustee by Court or under the terms of a trust

          (1) The settlor, an enforcer, a co-trustee, or a beneficiary may request the Court to remove a trustee, or a trustee may be removed by the Court on its own initiative.
          (2) The Court may remove a trustee if:
          (a) the trustee has committed a breach of trust;
          (b) lack of cooperation among co-trustees substantially impairs the administration of the trust;
          (c) because of unfitness, unwillingness, or persistent failure of the trustee to administer the trust, the Court determines that removal of the trustee best serves the interests of the beneficiaries; or
          (d) there has been a substantial change of circumstances or removal is requested by all of the beneficiaries, the Court finds that removal of the trustee best serves the interests of all the beneficiaries and is not inconsistent with a material purpose of the trust, and a suitable co-trustee or successor trustee is available.
          (3) Pending a final decision on a request to remove a trustee, or in lieu of or in addition to removing a trustee, the Court may order an appropriate relief under Article 59.

        • 43. Position of outgoing trustee

          (1) A trustee who resigns or is removed shall proceed expeditiously to deliver the trust property within the trustee's possession to the co-trustee, successor trustee or other person entitled to it.
          (2) Unless a co-trustee remains in office or the Court otherwise orders, and until the trust property is delivered to a successor trustee or other person entitled to it, a trustee who has resigned or been removed has the duties of a trustee and the powers necessary to protect the property.
          (3) A trustee who resigns or is removed may require to be provided with reasonable security for liabilities whether existing, future, contingent or otherwise before surrendering trust property.
          (4) A trustee who resigns or is removed and has complied with Article 43(1) shall be released from liability to any beneficiary, trustee or person interested under the trust for any act or omission in relation to the trust property or the trustee's duty as a trustee except liability:
          (a) arising from any breach of trust to which such trustee was a party or to which the trustee was privy; or
          (b) in respect of actions to recover from such trustee trust property or the proceeds of trust property in the possession of such trustee.

        • 44. Remuneration of a trustee

          (1) Unless authorised by:
          (a) the terms of the trust;
          (b) the consent in writing of all of the beneficiaries; or
          (c) an order of the Court;
          a trustee shall not be entitled to remuneration for his services.
          (2) If the terms of a trust specify the trustee's remuneration, the trustee is entitled to be remunerated as specified, but the Court may allow more or less remuneration if:
          (a) the duties of the trustee are substantially different from those contemplated when the trust was created; or
          (b) the remuneration specified by the terms of the trust would be unreasonably low or high.
          (3) A trustee may reimburse himself out of the trust property for or pay out of the trust all expenses and liabilities properly incurred in connection with the administration of the trust.

      • Part 8: Duties and Powers of Trustees

        • Chapter 1 — Duties of Trustees

          • 45. Duty to administer a trust

            (1) Upon acceptance of a trusteeship, the trustee shall in the execution of his duties and in the exercise of his powers and discretions:
            (a) act with due diligence as would a prudent person to the best of his ability and skill; and
            (b) observe the utmost good faith;
            in accordance with the terms and purposes of the trust and this Law.
            (2) A trustee shall administer the trust solely in the interest of the beneficiaries or in furtherance or support of the purposes of the trust.

          • 46. Duties of trustees

            (1) Subject to the terms of the trust, a trustee shall so far as is reasonably practical preserve the value of the trust property.
            (2) Except with the approval of the Court or as permitted by this Law or expressly provided by the terms of the trust, a trustee shall not:
            (a) directly or indirectly profit from his trusteeship;
            (b) cause or permit any other person to profit directly or indirectly from such trusteeship; or
            (c) on his own account enter into any transaction with the trustees or relating to the trust property which may result in such profit.
            (3) Subject to Article 67, a sale, encumbrance, or other transaction involving the investment or management of trust property entered into by the trustee for the trustee's own personal account or which is otherwise affected by a conflict between the trustee's fiduciary and personal interests is voidable by a beneficiary affected by the transaction unless:
            (a) the transaction was authorised by the terms of the trust;
            (b) the transaction was approved by the Court;
            (c) the beneficiary did not commence judicial proceedings within the time allowed by Article 66; or
            (d) the beneficiary consented to the trustee's conduct or ratified the transaction.
            (4) A trustee shall keep accurate accounts and records of his trusteeship.
            (5) A trustee shall keep trust property separate from his personal property and separately identifiable from any other property of which he is a trustee.

          • 47. Duties of co-trustees to act together

            (1) Subject to the terms of the trust, where there is more than one trustee all the trustees shall join in performing the trust.
            (2) Subject to Article 47(3), where there is more than one trustee no power or discretion given to the trustees shall be exercised unless all the trustees agree on its exercise.
            (3) The terms of a trust may empower trustees to act by a majority but a trustee who dissents from a decision of the majority of the trustees may require his dissent to be recorded in writing.

          • 48. Impartiality of a trustee

            Subject to the terms of the trust, where there is more than one beneficiary, or more than one purpose, the trustee shall act impartially and shall not execute the trust for the advantage of one at the expense of the other.

          • 49. Cost of administration

            In administering a trust, the trustee may incur only costs that are reasonable in relation to the trust property, the purposes of the trust and the skills of the trustee.

          • 50. Enforcement and defence claims

            A trustee may take reasonable steps to enforce claims of the trust and to defend claims against the trust.

          • 51. Collecting trust property

            A trustee shall take reasonable steps to compel a former trustee or other person to deliver trust property to the trustee, and, subject to the terms of the trust, to redress a breach of trust known to the trustee to have been committed by a former trustee.

          • 52. Duty to inform and report

            (1) Subject to the terms of a trust and any order of the Court, a trustee shall, on application in writing by a beneficiary, disclose to the applicant all documents which relate to or form part of the accounts of the trust.
            (2) A trustee shall not be required to disclose to any person, any document which:
            (a) discloses his deliberations as to the manner in which he has exercised a power or discretion or performed a duty conferred upon him;
            (b) discloses the reason for any particular exercise of such power or discretion or performance of duty or the material upon which such reason shall or might have been based; or
            (c) relates to the exercise or proposed exercise of such power or discretion or the performance or proposed performance of such duty.
            (3) Notwithstanding the terms of the trust:
            (a) the Court may on application made to it declare that in particular circumstances of the trust its terms do not render the trustees sufficiently or appropriately accountable to the beneficiaries or any of them; and
            (b) the Court may pursuant to such declaration extend or restrict the rights of all or any beneficiaries to information regarding the trust or may make such other order as it thinks fit.

        • Chapter 2 — General Powers of Trustees

          • 53. Powers of trustee

            (1) Subject to the terms of the trust and duties under this Law, a trustee shall in relation to the trust property have:
            (a) all the same powers as a natural person;
            (b) any other powers appropriate to achieve the proper investment, management, and distribution of trust property; and
            (c) any other powers conferred by this Law.
            (2) A trustee shall exercise his powers only in the interest of the beneficiaries and in furtherance and support of the purposes of the trust and in accordance with the terms of the trust.

          • 54. Specific powers of trustees

            Without limiting the generality of Article 53, and subject to the terms of the trust, a trustee may:

            (1) collect trust property and accept or reject additions to the trust property from a settlor or any other person;
            (2) subject to the terms of a trust, a trustee may, without the consent of any beneficiary, appropriate trust property in or towards satisfaction of the interest of a beneficiary in such matter and in accordance with such valuation as he thinks fit;
            (3) acquire or sell property, for cash or on credit, at public or private sale;
            (4) exchange, partition, or otherwise change the character of trust property;
            (5) deposit trust money in an account in a regulated financial services institution;
            (6) borrow money, with or without security, and mortgage or pledge trust property for a period within or extending beyond the duration of the trust;
            (7) where the terms of a trust so permit, exercise a discretion in relation to the manner in which and to whom trust property is distributed;
            (8) with respect to an interest in a partnership, limited liability company, business trust, corporation, or other form of business or enterprise, continue the business or other enterprise and take any action that may be taken by shareholders, members, or property owners, including merging, dissolving, or otherwise changing the form of business organisation or contributing additional capital;
            (9) with respect to stocks or other securities, exercise the rights of an absolute owner, including the right to:
            (a) vote, or give proxies to vote, with or without power of substitution, or enter into or continue a voting trust agreement;
            (b) hold a security in the name of a nominee or in other form without disclosure of the trust so that title may pass by delivery;
            (c) pay calls, assessments, and other sums chargeable or accruing against the securities, and sell or exercise stock subscription or conversion rights; and
            (d) deposit the securities with a depositary or other regulated financial services institution;
            (10) with respect to an interest in immovable property, construct, or make ordinary or extraordinary repairs to, alterations to, or improvements in, buildings or other structures, demolish improvements, raze existing or erect new party walls or buildings, subdivide or develop land, dedicate land to public use or grant public or private easements, and make or vacate plots and adjust boundaries;
            (11) enter into a lease for any purpose as lessor or lessee, including a lease or other arrangement for exploration and removal of natural resources, with or without the option to purchase or renew, for a period within or extending beyond the duration of the trust;
            (12) grant an option involving a sale, lease, or other disposition of trust property or acquire an option for the acquisition of property, including an option exercisable beyond the duration of the trust, and exercise an option so acquired;
            (13) insure the property of the trust against damage or loss and insure the trustee, the trustee's agents, and beneficiaries against liability arising from the administration of the trust and the insurance proceeds shall belong to the trust fund;
            (14) abandon or decline to administer property of no value or of insufficient value to justify its collection or continued administration;
            (15) pay or contest any claim, settle a claim by or against the trust, and release, in whole or in part, a claim belonging to the trust;
            (16) pay remuneration of the trustee, protector or enforcer and of employees and agents of the trust, and other expenses incurred in the administration of the trust;
            (17) indemnify outgoing trustees;
            (18) select a mode of payment under any employee benefit or retirement plan, annuity, or life insurance payable to the trustee, exercise rights thereunder, including exercise of the right to indemnification for expenses and against liabilities, and take appropriate action to collect the proceeds;
            (19) make loans out of trust property, including loans to a beneficiary on terms and conditions the trustee considers to be fair and reasonable under the circumstances, and the trustee has a lien on future distributions for repayment of those loans;
            (20) pledge trust property to guarantee loans made by others to the beneficiary;
            (21) appoint a trustee to act in another jurisdiction with respect to trust property located in the other jurisdiction, confer upon the appointed trustee all of the powers and duties of the appointing trustee, require that the appointed trustee furnish security, and remove any trustee so appointed;
            (22) pay an amount distributable to a beneficiary who is under a legal disability or who the trustee reasonably believes is incapacitated, by paying it directly to the beneficiary or applying it for the beneficiary's benefit, or by:
            (a) paying it to the beneficiary's guardian and the receipt by such guardian shall constitute a full discharge of the trustee's obligation;
            (b) if the trustee does not know of a guardian, or custodial trustee, paying it to an adult relative or other person having legal or physical care or custody of the beneficiary, to be expended on the beneficiary's behalf and the receipt of such person shall constitute a full discharge of the trustee; or
            (c) managing it as a separate fund on the beneficiary's behalf, subject to the beneficiary's continuing right to withdraw the distribution;
            (23) on distribution of trust property or the division or termination of a trust, make distributions in divided or undivided interests, allocate particular assets in proportionate or disproportionate shares, value the trust property for those purposes, and adjust for resulting differences in valuation;
            (24) resolve a dispute concerning the interpretation of the trust or its administration by mediation, arbitration, or other procedure for alternative dispute resolution;
            (25) prosecute or defend an action, claim, or judicial proceeding in any jurisdiction to protect trust property and the trustee in the performance of the trustee's duties;
            (26) sign and deliver contracts and other instruments that are useful to achieve or facilitate the exercise of the trustee's powers; or
            (27) on termination of the trust, exercise the powers appropriate to wind up the administration of the trust and distribute the trust property to the persons entitled to it.

          • 55. Power of accumulation and advancement

            (1) Where the terms of a trust so authorise, a trustee may accumulate for a period part or all of the income of the trust.
            (2) Subject to Article 55(3), income of the trust which is not accumulated under Article 55(1) shall be distributed.
            (3) Subject to the terms of the trust and subject to any prior interests or charges affecting the trust property, where a beneficiary is a minor and whether or not the beneficiary's interest:
            (a) is a vested interest; or
            (b) is an interest which will become vested:
            (i) on attaining the age of majority;
            (ii) at any later age; or
            (iii) upon happening of any event;
            the trustee may:
            (c) accumulate the income attributable to the interest of such beneficiary pending the attainment of the age of majority or such later age or the happening of such event;
            (d) apply such income or part of it to or for the maintenance, education or other benefit of such beneficiary; or
            (e) advance or appropriate to for the benefit of any such beneficiary such interest or part of such interest.
            (4) The receipt of a parent or the lawful guardian of a beneficiary who is a minor shall be a sufficient discharge of the trustee's obligations for a payment made under Article 55(3).

          • 56. Delegation by a trustee

            (1) A trustee shall not delegate his powers unless permitted to do so by this Law or by the terms of the trust.
            (2) Subject to Article 56(1), a trustee may delegate duties and powers that a prudent trustee of comparable skills could properly delegate under the circumstances. The trustee shall exercise reasonable care, skill, and caution in:
            (a) selecting a competent and qualified agent;
            (b) establishing the scope and terms of the delegation, consistent with the purposes and terms of the trust; and
            (c) periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the terms of the delegation
            (3) In performing a delegated function, an agent owes a duty to the trust to exercise reasonable care to comply with the terms of the delegation.
            (4) A trustee who complies with Article 56(1) is not liable to the beneficiaries or to the trust for an action of the agent to whom the function was delegated.
            (5) For the purposes of this Article an "agent" may include investment managers, accountants, lawyers, bankers, brokers, custodians, investment advisers, nominees, property agents, solicitors and other professional agents or persons to act in relation to any of the affairs of the trust or to hold any of the trust property.
            (6) A trustee may authorise a person referred to in Article 56(5) to retain any commission or other payment usually payable in relation to any transaction.

          • 57. Combination and division of trusts

            (1) Subject to the terms of the trust, a trustee may combine two or more trusts into a single trust or divide a trust into two or more separate trusts, if the result does not impair rights of any beneficiaries or adversely affect achievement of the purposes of the trusts.
            (2) Subject to the terms of the trust, where a trustee divides a trust into two or more separate trusts, he shall have the power to appoint trustees for such trusts.

      • Part 9: Liability of Trustees and Rights of Persons Dealing with a Trustee

        • 58. Liability for breach of trust

          (1) Subject to this Law and to the terms of the trust, a trustee shall be liable for a breach of trust committed by the trustee or in which the trustee has concurred.
          (2) A trustee who is liable for a breach of trust shall be liable for:
          (a) the loss or depreciation in value of the trust property resulting from such breach; and
          (b) the profit, if any, which would have accrued to the trust property if there had been no such breach.
          (3) Where there are two or more breaches of trust, a trustee shall not set off a gain from one breach of trust against the loss resulting from another breach of trust.
          (4) A trustee shall not be liable for a breach of trust committed prior to his appointment, if such breach of trust was committed by some other person.
          (5) A trustee shall not be liable for a breach of trust committed by a co-trustee unless:
          (a) he becomes aware or ought to have become aware of the commission of such breach or of the intention of his co-trustee to commit a breach of trust; and
          (b) he actively conceals such breach or such intention or fails within a reasonable time to take proper steps to protect or restore the trust property or prevent such breach.
          (6) A beneficiary may:
          (a) relieve a trustee of liability to him for a breach of trust; or
          (b) indemnify a trustee against liability for a breach of trust.
          (7) Article 58(6) shall not apply unless the beneficiary:
          (a) has legal capacity;
          (b) has full knowledge of all material facts; and
          (c) is not improperly induced by the trustee to take action under Article 58(6).
          (8) Where two or more trustees are liable in respect of a breach of trust, they shall be liable jointly and severally.
          (9) A trustee who becomes aware of a breach of trust under Article 58(4) shall take all reasonable steps to have such breach remedied.
          (10) Nothing in the terms of a trust shall relieve, release, or exonerate a trustee from liability for breach of trust arising from his own fraud, wilful misconduct or gross negligence.

        • 59. Remedies for breach of trust

          To remedy a breach of trust that has occurred or may occur, the Court may:

          (a) compel the trustee to perform the trustee's duties;
          (b) restrain the trustee from committing a breach of trust;
          (c) compel the trustee to redress a breach of trust by paying money, restoring property, or other means;
          (d) order a trustee to account;
          (e) appoint a special fiduciary to take possession of the trust property and administer the trust;
          (f) suspend the trustee;
          (g) remove the trustee as provided in Article 42;
          (h) reduce or deny compensation to the trustee;
          (i) subject to Article 67, invalidate an act of the trustee, impose a lien or a constructive trust on trust property, or trace trust property wrongfully disposed of and recover the property or its proceeds; or
          (j) order any other appropriate relief.

        • 60. Damages in absence of a breach

          (1) Except as expressly provided in the terms of the trust, a trustee is accountable to the trust for any profit made by the trustee arising from the administration of the trust, even absent a breach of trust.
          (2) Except as expressly provided in the terms of the trust, absent a breach of trust, a trustee is not liable for a loss or depreciation in the value of trust property or for not having made a profit.

        • 61. Legal fees and costs

          In a judicial proceeding involving the administration of a trust, the Court, as justice and equity may require, may award costs and expenses, including reasonable lawyers' fees, to any party, to be paid by another party or from the trust that is the subject of the controversy.

        • 62. Limitation of action against trustee

          (1) A person may not commence a proceeding against a trustee for breach of trust more than 3 years after the date such person or a representative of such person receives a report from the trustee that adequately disclosed information that could form the basis for a potential claim for breach of trust and informed such person or his representative of the time allowed for commencing a proceeding.
          (2) A report adequately discloses the existence of a potential claim for breach of trust if it provides sufficient information so that such person or representative knows of the potential claim or should have inquired into its existence.
          (3) If Article 62(1) does not apply, a judicial proceeding by such person against a trustee for breach of trust shall be commenced within 7 years after the first to occur of:
          (a) the removal, resignation, or death of the trustee;
          (b) in relation to a claim by a beneficiary, the termination of the beneficiary's interest in the trust; or
          (c) the termination of the trust.
          (4) No period of limitation shall apply to an action brought against a trustee:
          (a) in respect of any fraud to which the trustee was a party or to which the trustee was privy; or
          (b) to recover from the trustee trust property:
          (i) in the trustee's possession;
          (ii) under the trustee's control; or
          (iii) previously received by the trustee and converted to the trustee's use.
          (5) This Article applies also to proceedings brought against an enforcer.

        • 63. Reliance on trust instrument

          Any person who acts in reasonable reliance on the terms of the trust as expressed in the trust instrument is not liable for a breach of trust to the extent the breach resulted from the reliance.

        • 64. Exculpation of trustee

          A term of a trust relieving a trustee of liability for breach of trust is unenforceable to the extent that it:

          (a) relieves the trustee of liability for breach of trust committed in bad faith or with reckless indifference to the purposes of the trust or the interests of the beneficiaries; or
          (b) was inserted as the result of an abuse by the trustee of a fiduciary or confidential relationship to the settlor.

        • 65. Beneficiary's consent, release or ratification

          Subject to Article 58(10), a trustee is not liable to a beneficiary for breach of trust if the beneficiary consented to the conduct constituting the breach, released the trustee from liability for the breach as provided in Article 58(6) or ratified the transaction constituting the breach, unless:

          (a) the consent, release, or ratification of the beneficiary was induced by improper conduct of the trustee; or
          (b) at the time of the consent, release, or ratification, the beneficiary did not know of the beneficiary's rights or of the material facts relating to the breach.

        • 66. Limitation on personal liability of trustee

          (1) Except as otherwise provided in the contract, a trustee is not personally liable on a contract properly entered into in the trustee's fiduciary capacity in the course of administering the trust if the trustee in the contract disclosed the fiduciary capacity.
          (2) A trustee is personally liable for torts committed in the course of administering a trust, or for obligations arising from ownership or control of trust property only if the trustee is personally at fault.
          (3) A claim based on a contract entered into by a trustee in the trustee's fiduciary capacity or an obligation arising from ownership or control of trust property, or on a tort committed in the course of administering a trust, may be asserted in a judicial proceeding against the trustee in the trustee's fiduciary capacity, whether or not the trustee is personally liable for the claim.

        • 67. Protection of persons dealing with trustees

          (1) A person other than a beneficiary who in good faith assists a trustee, or who in good faith and for value deals with a trustee, without knowledge that the trustee is exceeding or improperly exercising the trustee's powers is protected from liability as if the trustee properly exercised the power.
          (2) A person other than a beneficiary who in good faith deals with a trustee is not required to inquire into the extent of the trustee's powers or the propriety of their exercise.
          (3) A person who in good faith delivers assets to a trustee need not ensure their proper application.
          (4) A person other than a beneficiary who in good faith assists a former trustee or who in good faith and for value deals with a former trustee, without knowledge that the trusteeship has terminated is protected from liability as if the former trustee were still a trustee.
          (5) Comparable protective provisions of other DIFC laws relating to commercial transactions or transfer of securities by fiduciaries prevail over the protection provided by this Article.

      • Part 10: The Protector

        • 68. The Protector

          (1) A trust instrument may contain provisions by virtue of which the exercise by the trustees of any of their powers shall be subject to the previous consent of the settlor or some other person as protector, and if so provided in the trust instrument the trustees shall not be liable for any loss caused by their actions if the previous consent was given and he acted in good faith.
          (2) The trust instrument may confer on the settlor or on the protector any power, including without limitation the power to:
          (a) determine the law of which jurisdiction shall be the governing law of the trust;
          (b) change the forum of administration of the trust;
          (c) remove trustees;
          (d) appoint new or additional trustees;
          (e) exclude any beneficiary as beneficiary of the trust;
          (f) add any person as a beneficiary of the trust in addition to any existing beneficiary of the trust;
          (g) give or withhold consent to specified actions of the trustee either conditionally or unconditionally; or
          (h) release any of the protector's powers.
          (3) A person exercising any one or more of the powers set forth in Article 68(2) shall not by virtue only of such exercise be deemed to be a trustee.
          (4) A person may charge reasonable remuneration for his services as protector unless otherwise provided by the trust instrument.

      • Part 11: Provisions Applicable to a Foreign Trust

        • 69. Enforceability of a foreign trust

          (1) Subject to Article 69(2), a foreign trust shall be regard as being governed by, and shall be interpreted in accordance with its governing law.
          (2) A foreign trust shall be unenforceable in the DIFC:
          (a) to the extent that it purports:
          (i) to do anything which is contrary to DIFC Law; or
          (ii) to confer any right or power or impose any obligation the exercise of which is contrary to DIFC Law; or
          (b) to the extent that the Court declares that the trust is immoral or contrary to policy in the DIFC.

      • Schedule 1 — Interpretation

        • 1. Rules of Interpretation

          (1) In the Law, a reference to:
          (a) a statutory provision includes a reference to the statutory provision as amended or re-enacted from time to time;
          (b) a person includes any natural person, body corporate or body unincorporate, including a company, partnership, unincorporated association, government or state;
          (c) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in the Law, include publishing or causing to be published in printed or electronic form;
          (d) unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official state holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day;
          (e) a calendar year shall mean a year of the Gregorian calendar;
          (f) a reference to the masculine gender includes the feminine; and
          (2) The headings in the Law shall not affect its interpretation.

        • 2. Legislation in the DIFC

          References to legislation and Guidance in the Law shall be construed in accordance with the following provisions:

          (a) Federal Law is law made by the federal government of the United Arab Emirates;
          (b) Dubai Law is law made by the Ruler, as applicable in the Emirate of Dubai;
          (c) DIFC Law is law made by the Ruler (including, by way of example, the Law), as applicable in the DIFC;
          (d) the Law is the Trust Law, DIFC Law No.10 of 2005 made by the Ruler;
          (e) the Rules are legislation made by the DFSA under the Law and are binding in nature;
          (f) Guidance is indicative and non-binding and may comprise (i) guidance made and issued by the Chief Executive as notations to the Rules; and (ii) any standard or code of practice issued by the DFSA Board of Directors which has not been incorporated into the Rules; and
          (g) references to "legislation administered by the DFSA" are references to DIFC Law and Rules conferring functions and powers on the DFSA.

        • 3. Defined Terms

          In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings:

          Term Definition
          beneficiary means a person entitled to benefit under a trust or in whose favour a discretion to distribute property held on trust may be exercised.
          breach of trust means a breach of any duty imposed on a trustee by the Law or by the terms of the trust.
          charitable trust means a trust or portion of a trust, created for a charitable purpose described in Article 28.
          Court DIFC Court as established under Dubai Law No. 12 of 2004.
          DFSA the Dubai Financial Services Authority.
          DIFC the Dubai International Financial Centre.
          DIFC trust means a trust whose governing law is DIFC law.
          discretionary trust is a trust in which the settlor has delegated complete or limited discretion to the trustee to decide, amongst other things:
          (a) when and how much income or property is distributed to a beneficiary; and
          (b) which of the beneficiaries may benefit.
          enforce in relation to a trust means to require or compel trustees to execute, carry out and perform their duties under the trust instrument in relation to its non-charitable purposes and to bring and prosecute proceedings to enforce the terms of the trust.
          enforcer shall be construed in accordance with Article 29.
          express trust is a trust created with the settlor's express intent declared in writing or a written declaration of trust by the trustee.
          foreign law any law other than DIFC Law
          foreign trust is a trust whose governing law is the law of a jurisdiction other than DIFC.
          governing law has the meaning given in Article 12.
          heirship right means any right, claim or interest in, against or to property of a person arising, accruing or existing in consequence of, or in anticipation of, that person's death, other than any such right, claim or interest created by will or other voluntary disposition by such person or resulting from an express limitation in the disposition of the property of such person.
          income includes rents and profits.
          Law the Trust Law 2005.
          minor means a person who has not attained the age of majority under the governing law of trust or the law of his domicile.
          non-charitable trust (or purpose trust) has the meaning given in Article 29.
          person has the meaning given in Article 1 of the Schedule.
          personal relationship includes every form of relationship by blood or marriage, including former marriage and in particular a personal relationship between two person which exist if:
          (c) one is the child of the other, natural or adopted, whether or not the adoption is recognised by law, legitimate or illegitimate;
          (d) one is married to the other, whether or not the marriage is recognised by law;
          (e) one cohabits with the other or so conducts himself or herself in relation to the other as to give rise in any jurisdiction to any rights, obligations or responsibilities analogous to those of parents and child or husband and wife; or
          (f) personal relationships exist between each of them and a third person,
          but no change in circumstances cause personal relationship once established to terminate.
          President the president of the DIFC appointed by a decree of the Ruler pursuant to Dubai Law No. 9 of 2004.
          property means any movable or immovable property, and includes rights and interests, whether present or future and whether vested or contingent.
          protective trust is a trust that is designed to protect the trust property to ensure the continued support of the beneficiary.
          protector shall be construed in accordance with Article 77.
          Ruler the ruler of the Emirate of Dubai.
          Rules has the meaning given in Article 2 of Schedule 1 to the Law.
          Schedule a schedule to the Law.
          settlor means a person who provides trust property or makes a testamentary disposition on trust or to a trust.
          terms of the trust means the written or oral terms of a trust or any other terms applicable under its governing law.
          trust is a right, enforceable solely in equity, to the beneficial enjoyment of property to which another person holds the legal title
          trust instrument means an instrument by which a trust is created and includes a unilateral declaration of trust and any instrument varying the terms of the trust.
          trust property means the property for the time being held in trust.
          trustee means a person appointed to act as a trustee of a trust in accordance with the provisions of this Law.
          unit trust means any trust established for the purpose, or having the effect, of providing, for persons having funds available for investment, facilities for the participation by them as beneficiaries under the trust, in any profits or income arising from the acquisition, holding, management or disposal of any property whatsoever.

    • Archive

      • Collective Investment Law

        Collective Investment Law 2006

        Original Law

        Consolidated Version - August 2006

        Consolidated Version - February 2007

        Consolidated Version - May 2010

        Collective Investment Law 2010

        Original Law

        Click here to see the current version of the Collective Investment Law.

        • The content selected is no longer in force and cannot be presented in Whole Section view.

      • Data Protection Law

        Original Law

        Consolidated Version - April 2005

        • Data Protection Law

          Consolidated Version of the

          Data Protection Law
          DIFC Law No.9 of 2004

          which was enacted and came into force on 16 September 2004
          and was subsequently amended by :

          DIFC Laws Amendment Law,
          DIFC Law No.2 of 2005,
          on 19 April 2005;

          • Part 1: General

            • 1. Title

              This Law may be cited as the "Data Protection Law 2004".

            • 2. Legislative authority

              This Law is made by the Ruler of Dubai.

            • 3. Date of enactment

              This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

            • 4. Commencement

              This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

            • 5. Application of the Law

              This Law applies in the jurisdiction of the Dubai International Financial Centre.

            • 6. Administration of the Law

              This Law and any legislation made for the purpose of this Law is administered by the DFSA.

          • Part 2: General Rules on the Processing of Personal Data

            • 7. General requirements

              (1) Data Controllers must ensure that Personal Data which they process is:
              (a) processed fairly, lawfully and securely;
              (b) processed for specified, explicit and legitimate purposes in accordance with the Data Subject's rights and not further processed in a way incompatible with those purposes or rights;
              (c) adequate, relevant and not excessive in relation to the purposes for which it is collected and/or further processed;
              (d) accurate and, where necessary, kept up to date; and
              (e) kept in a form which permits identification of Data Subjects for no longer than is necessary for the purposes for which the Personal Data was collected or for which they are further processed.
              (2) Every reasonable step must be taken by Data Controllers to ensure that personal data which is inaccurate or incomplete, having regard to the purposes for which it was collected or for which it is further processed, is erased or rectified.

            • 8. Requirements for legitimate Processing

              Personal Data may only be processed if:

              (a) the Data Subject has unambiguously given his consent;
              (b) Processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the Data Subject prior to entering into a contract;
              (c) Processing is necessary for compliance with any legal obligation to which the Data Controller is subject;
              (d) Processing is necessary in order to protect the vital interests of the Data Subject;
              (e) Processing is necessary for the performance of a task carried out in the interests of the DIFC or in the exercise of DFSA functions or powers vested in the Data Controller or in a Third Party to whom the Personal Data are disclosed; or
              (f) Processing is necessary for the purposes of the legitimate interests pursued by the Data Controller or by the Third Party or parties to whom the Personal Data is disclosed, except where such interests are overridden by compelling legitimate interests of the Data Subject relating to the Data Subject's particular situation.

            • 9. Processing of Sensitive Personal

              (1) Sensitive Personal Data shall not be processed unless:
              (a) the Data Subject has given his explicit consent to the Processing of that Personal Data;
              (b) Processing is necessary for the purposes of carrying out the obligations and specific rights of the Data Controller in the field of employment law;
              (c) Processing is necessary to protect the vital interests of the Data Subject or of another person where the Data Subject is physically or legally incapable of giving his consent;
              (d) Processing is carried out in the course of its legitimate activities with appropriate guarantees by a foundation, association or any other non-profit-seeking body on condition that the Processing relates solely to the Members of the body or to persons who have regular contact with it in connection with its purposes and that the Personal Data are not disclosed to a Third Party without the consent of the Data Subjects;
              (e) the Processing relates to Personal Data which are manifestly made public by the Data Subject or is necessary for the establishment, exercise or defence of legal claims;
              (f) Processing is necessary for compliance with any legal obligation to which the Data Controller is subject;
              (g) Processing is necessary to uphold the legitimate interests of the Data Controller recognised in the international financial markets, provided that such is pursued in accordance with international financial standards and except where such interests are overridden by compelling legitimate interests of the Data Subject relating to the data subject's particular situation;
              (h) Processing is necessary to comply with auditing, accounting or anti-money laundering obligations that apply to a Data Controller; or
              (i) Processing is required for the purposes of preventive medicine, medical diagnosis, the provision of care or treatment or the management of health-care services, and where those Personal Data are processed by a health professional subject under national laws or Rules established by national competent bodies to the obligation of professional secrecy or by another Person also subject to an equivalent obligation of secrecy.
              (2) Article 9(1) shall not apply if:
              (a) a permit has been obtained to process Sensitive Personal Data from the DFSA; and
              (b) Data Controller applies adequate safeguards with respect to the processing of the Personal Data.
              (3) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision of the DFSA to refuse to issue a permit to process Sensitive Personal Data.

            • 10. Transfers out of the DIFC — adequate level of protection

              (1) Subject to Article 11, a transfer of Personal Data to a Recipient located in a jurisdiction outside the DIFC may take place only if an adequate level of protection for that Personal Data is ensured by laws and Rules that are applicable to the Recipient.
              (2) The adequacy of the level of protection ensured by laws and regulations to which the Recipient is subject as referred to in Article 10(1) shall be assessed in the light of all the circumstances surrounding a Personal Data transfer operation or set of Personal Data transfer operations, including, but not limited to:
              (a) the nature of the data;
              (b) the purpose and duration of the proposed Processing operation or operations;
              (c) if the data does not emanate from the DIFC, the country of origin and country of final destination of the personal data; and
              (d) any relevant laws to which the recipient is subject, including professional rules and security measures.

            • 11. Transfers out of the DIFC in the absence of an adequate level of protection

              (1) A transfer or a set of transfers of Personal Data to a Recipient which is not subject to laws and regulations which ensure an adequate level of protection within the meaning of Article 10(1) may take place on condition that:
              (a) the DFSA has granted a permit for the transfer or the set of transfers and the Data Controller applies adequate safeguards with respect to the protection of this Personal Data;
              (b) the Data Subject has given his unambiguous consent to the proposed transfer;
              (c) the transfer is necessary for the performance of a contract between the data subject and the Data Controller or the implementation of precontractual measures taken in response to the Data Subject's request;
              (d) the transfer is necessary for the conclusion or performance of a contract concluded in the interest of the Data Subject between the Data Controller and a Third Party;
              (e) the transfer is necessary or legally required on grounds important in the interests of the DIFC, or for the establishment, exercise or defence of legal claims;
              (f) the transfer is necessary in order to protect the vital interests of the Data Subject;
              (g) the transfer is made from a register which according to laws or regulations is intended to provide information to the public and which is open to consultation either by the public in general or by any person who can demonstrate legitimate interest, to the extent that the conditions laid down in law for consultation are fulfilled in the particular case;
              (h) the transfer is necessary for compliance with any legal obligation to which the Data Controller is subject;
              (i) the transfer is necessary to uphold the legitimate interests of the Data Controller recognised in the international financial markets, provided that such is pursued in accordance with international financial standards and except where such interests are overridden by legitimate interests of the data subject relating to the Data Subject's particular situation; or
              (j) the transfer is necessary to comply with auditing, accounting or anti-money laundering obligations that apply to a Data Controller which is established in the DIFC.
              (2) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision by the DFSA to refuse to issue a permit referred to in Article 11(1)(a).

            • 12. Providing information where data has been obtained from the Data Subject

              (1) Data Controllers shall provide a Data Subject whose Personal Data it collects with at least the following information immediately upon commencing to collect Personal Data in respect of that Data Subject:
              (a) the identity of the Data Controller;
              (b) the purposes of the Processing for which the Personal Data are intended;
              (c) any further information in so far as such is necessary, having regard to the specific circumstances in which the Personal Data are collected, to guarantee fair Processing in respect of the Data Subject, such as:
              (d) the Recipients or categories of Recipients of the Personal Data;
              (e) whether replies to questions are obligatory or voluntary, as well as the possible consequences of failure to reply;
              (f) the existence of the right of access to and the right to rectify the personal data;
              (g) whether the Personal Data will be used for direct marketing purposes; and
              (h) whether the Personal Data will be processed on the basis of Article 9(1)(g) or Article 11(1)(i).
              (2) A Data Controller need not provide that information otherwise required by Article 12(1)(d) to the Data Subject if the Data Controller reasonably expects that the Data Subject is already aware of that information.

            • 13. Providing information where data has not been obtained from the Data Subject

              (1) Where Personal Data has not been obtained from the Data Subject, a Data Controller or his representative must at the time of undertaking the recording of Personal Data or if a disclosure to a Third Party is envisaged, no later than the time when the Personal Data is first recorded or disclosed provide the Data Subject with at least the following information:
              (a) the identity of the Data Controller;
              (b) the purposes of the Processing;
              (c) any further information in so far as such further information is necessary, having regard to the specific circumstances in which the Personal Data is processed, to guarantee fair Processing in respect of the Data Subject, such as:
              (i) the categories of Personal Data concerned;
              (ii) the Recipients or categories of Recipients;
              (iii) the existence of the right of access to and the right to rectify the Personal Data concerning him;
              (iv) whether the Personal Data will be used for direct marketing purposes; and
              (v) whether the Personal Data will be processed on the basis of Article 9(1)(g) or Article 11(1)(i).
              (2) Article 13(1) shall not apply to require:
              (a) the Data Controller to provide information which the Data Controller reasonably expects that the Data Subject already has; or
              (b) the provision of such information if it proves impossible or would involve a disproportionate effort.

            • 14. Confidentiality

              Any person acting under a Data Controller or a Data Processor, including the Data Processor himself, who has access to Personal Data must not process it except on instructions from the Data Controller, unless he is required to do so by law.

            • 15. Security of Processing

              (1) The Data Controller must implement appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against all other unlawful forms of Processing, in particular where the Processing of Personal Data is performed pursuant to Article 9 or Article 11 above.
              (2) Having regard to the cost of their implementation, such measures shall ensure a level of security appropriate to the risks represented by the Processing and the nature of the Personal Data to be protected.
              (3) The Data Controller must, where Processing is carried out on its behalf, choose a Data Processor providing sufficient guarantees in respect of the technical security measures and organizational measures governing the Processing to be carried out, and must ensure compliance with those measures.

          • Part 3: Rights of Data Subjects

            • 16. Right to access to and rectification, erasure or blocking of Personal Data

              A Data Subject has the right to require and obtain from the Data Controller upon request, at reasonable intervals and without excessive delay or expense:

              (a) confirmation as to whether or not Personal Data relating to him is being processed and information at least as to the purposes of the Processing, the categories of Personal Data concerned, and the Recipients or categories of Recipients to whom the Personal Data are disclosed;
              (b) communication to him in an intelligible form of the Personal Data undergoing Processing and of any available information as to its source; and
              (c) as appropriate, the rectification, erasure or blocking of Personal Data the Processing of which does not comply with the provisions of the Law.

            • 17. Right to object to Processing

              (1) A Data Subject has the right:
              (a) to object at any time on reasonable grounds relating to his particular situation to the Processing of Personal Data relating to him; and
              (b) to be informed before Personal Data is disclosed for the first time to third parties or used on their behalf for the purposes of direct marketing, and to be expressly offered the right to object to such disclosures or uses.
              (2) Where there is a justified objection, the Processing instigated by the Data Controller shall no longer include that Personal Data.

          • Part 4: Notifications to the DFSA

            • 18. Requirement to notify to the DFSA

              (1) A Data Controller must establish and maintain a record of all wholly or partly automatic Personal Data Processing operations or set of such operations intended to secure a single purpose or several related purposes.
              (2) The DFSA Board of Directors may make Rules prescribing:
              (a) the information in relation to Personal Data Processing operations that must be recorded for the purposes of Article 18(1);
              (b) the circumstances in which a Data Controller must notify the DFSA of any operations referred to in Article 18(1); and
              (c) the content of any such notification.

            • 19. Register of notifications

              The DFSA shall keep a register of Personal Data Processing operations notified in accordance with Article 18.

          • Part 5: The DFSA

            • 20. General Powers of the DFSA

              (1) The DFSA has such functions and powers as may be conferred or expressed to be conferred on it, by or under this Law.
              (2) Without limiting the generality of Article 20(1), such powers and functions of the DFSA include the powers and functions, so far as are reasonably practicable, to:
              (a) access Personal Data processed by Data Controllers or data processors;
              (b) collect all the information necessary for the performance of its supervisory duties;
              (c) prescribe forms to be used for any of the purposes of this Law;
              (d) to issue warnings or admonishments and make recommendations to Data Controllers; and
              (e) bring contraventions of the Law to the attention of the Court.

            • 21. Production of information

              (1) The DFSA may require a Data Controller by written notice to:
              (a) give specified information; or
              (b) produce specified documents
              which relate to the Processing of Personal Data.
              (2) The Data Controller in respect of whom a requirement is made pursuant to Article 21(1) shall comply with that requirement.

          • Part 6: DFSA Board of Directors

            • 22. Power to make Rules

              (1) The DFSA Board of Directors may make Rules in respect of any matters related to the Processing of Personal Data.
              (2) In particular, the DFSA Board of Directors when existing the power in Article 22(1) may make Rules in respect of:
              (a) forms, procedures and requirements under the Law;
              (b) the keeping of the register of notifications; and
              (c) the conduct of the DFSA and his officers, employees and agents in relation to the exercise of powers and performance of functions.
              (3) Where the DFSA Board of Directors issues a standard or code of practice, the DFSA Board of Directors 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.
              (4) Where any legislation made for the purpose of this Law purports to be made in exercise of a particular power or powers, it shall be taken also to be made in the exercise of all powers under which it may be made.
              (5) The DFSA Board of Directors shall publish draft Rules by means of a notice under Article 22(6)
              (6) 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.
              (7) Upon publication of a notice under Article 22(6), the DFSA Board of Directors 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 DFSA Board of Directors may otherwise determine.
              (8) Articles 22(5), (6) and (7) shall not apply if the DFSA Board of Directors concludes that any delay likely to arise under such Articles is prejudicial to the interests of the DIFC.
              (9) Any period of time during which the DFSA Board of Directors invites interested persons to make representations with respect to draft Rules prior to Article 22 coming into effect shall be deemed to count as part or all of the period referred to in Article 22(7).

          • Part 7: Remedies, Liability and Sanctions

            • 23. Directions

              (1) If the DFSA is satisfied that a Data Controller has contravened or is contravening the Law or Rules made for the purpose of the Law, the DFSA may issue a direction to the Data Controller requiring him to do either or both of the following:
              (a) to do or refrain from doing any act or thing within such time as may be specified in the direction; or
              (b) to refrain from Processing any Personal Data specified in the direction or to refrain from Processing Personal Data for a purpose or in a manner specified in the direction.
              (2) A direction issued under Article 23(1) shall contain:
              (a) a statement of the contravention of the Law or Rules which the DFSA is satisfied is being or has been committed; and
              (b) a statement to the effect that the Data Controller may seek a review by the Court of the decision of the DFSA to issue the direction.

            • 24. Lodging claims and mediation

              (1) A person who believes on reasonable grounds that he has been adversely affected by a contravention of the Law in respect of the Processing of their Personal Data and as regards the exercise of their rights under Articles 16 and 17 may lodge a claim with the DFSA.
              (2) The DFSA may mediate between the affected Data Subject referred to in Article 24(1) and the relevant Data Controller.
              (3) On the basis of the mediation referred to in Article 24(2), the DFSA may issue a direction requiring the Data Controller to do any act or thing.
              (4) A Data Controller shall comply with any direction issued by the DFSA under Article 24(3).

          • Part 8: General Exemptions

            • 25. General exemptions

              (1) The DFSA Board of Directors may make Rules exempting Data Controllers from compliance with this Law or any parts of this Law.
              (2) Without prejudice to Article 25(1), Articles 12 and 13 shall not apply to the DFSA or Company Registrar if the application of these Articles would be likely to prejudice the proper discharge by those entities of their functions insofar as such functions are designed for protecting members of the public against:
              (a) financial loss due to dishonesty, malpractice or other seriously improper conduct by, or the unfitness or incompetence of, persons concerned in the provision of banking, insurance, investment or other financial services; or
              (b) dishonesty, malpractice or other seriously improper conduct by, or the unfitness or incompetence of, persons concerned in the provision of banking, insurance, investment or other financial services.

          • Schedule 1 Interpretation

            • 1. Rules of interpretation

              (1) In the Law, a reference to:
              (a) a statutory provision includes a reference to the statutory provision as amended or re-enacted from time to time;
              (b) a person includes any natural person, body corporate or body unincorporate, including a company, partnership, unincorporated association, government or state.
              (c) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in the Law, include publishing or causing to be published in printed or electronic form;
              (d) a day shall refer to a business day, being a normal working day in the DIFC;
              (e) a calendar year shall mean a year of the Gregorian calendar;
              (f) a reference to the masculine gender includes the feminine.
              (2) The headings in the Law shall not affect its interpretation.
              (3) References in this Law to a body corporate include a body corporate incorporated outside DIFC.
              (4) A reference in this Law to a Part, Article or Schedule by number only, and without further identification, is a reference to the Part, Article or Schedule of that number in this Law.
              (5) A reference in an Article or other division of this Law to a paragraph, sub-paragraph or Article by number or letter only, and without further identification, is a reference to the paragraph, sub-paragraph or Article of that number or letter contained in the Article or other division of this Law in which that reference occurs.
              (6) Unless the context otherwise requires, where this Law refers to an enactment, the reference is to that enactment as amended from time to time, and includes a reference to that enactment as extended or applied by or under another enactment, including any other provision of that enactment.
              (7) References in this Law to a writing, filing, instrument or certificate include any mode of communication that preserves a record of the information contained therein and is capable of being reproduced in tangible form, including electronic means.

            • 2. Legislation in the DIFC

              References to legislation and Guidance in the Law shall be construed in accordance with the following provisions:

              (a) Federal Law is law made by the federal government of the United Arab Emirates;
              (b) Dubai Law is law made by the Ruler, as applicable in the Emirate of Dubai;
              (c) DIFC Law is law made by the Ruler (including, by way of example, the Law), as applicable in the DIFC;
              (d) the Law is the Data Protection Law, DIFC Law No.9 of 2004 made by the Ruler;
              (e) the Rules are legislation made by the DFSA Board of Directors for the purposes of this Law and are binding in nature; and
              (f) Guidance is indicative and non-binding and may comprise (i) guidance made and issued by the Registrar for the purposes of this Law; and (ii) any standard or code of practice issued by the DFSA Board of Directors which has not been incorporated into the Rules.

            • 3. Defined Terms

              In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings.

              Terms Definitions
              DFSA Board of Directors the governing body of the DFSA established under Chapter 2 of Part 2 of the Regulatory Law and as constituted from time to time under that Law.
              Court the DIFC Court as established under Dubai Law.
              Data Controller any Person in the DIFC who alone or jointly with others determines the purposes and means of the Processing of Personal Data.
              Data Processor any Person who processes Personal Data on behalf of a Data Controller.
              Data Subject shall mean the individual to whom Personal Data relates.
              DFSA the Dubai Financial Services Authority.
              DIFC the Dubai International Financial Centre.
              Filing System any structured set of Personal Data which is accessible according to specific criteria, whether centralized, decentralized or dispersed on a functional or geographical basis.
              Identifiable Natural Person is a natural person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.
              Law the Data Protection Law 2004.
              Personal Data any information relating to an identified natural person or Identifiable Natural Person.
              Processing any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
              Recipient any person to whom Personal Data is disclosed, whether a Third Party or not; however, authorities which may receive Personal Data in the framework of a particular inquiry shall not be regarded as Recipients.
              Regulatory Appeals Committee a standing committee of the DFSA Board of Directors, established under and governed by Chapter 4 of Part 2 of the Regulatory Law 2004 and includes a sub-committee constituted under Article 29 of the Regulatory Law 2004.
              Rules has the meaning given in Article 2 of Schedule 1 to the Law.
              Ruler the Ruler of the Emirate of Dubai.
              Schedule a schedule to the Law.
              Sensitive Personal Data Personal Data revealing or concerning (directly or indirectly) racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership and health or sex life.
              Third Party shall mean any person other than the Data Subject, the Data Controller, the Data Processor and the persons who, under the direct control of the Data Controller or the Data Processor, is authorized to process the Personal Data.

          • Schedule 2

            THIS LAW HAS BEEN DRAFTED TAKING INTO CONSIDERATION:

            (A) the Recommendation of the DFSA Board of Directors of the Organisation for Economic Co-operation and Development (OECD) concerning Guidelines Governing the Protection of Privacy and Transborder Flows of Personal Data of 23 September 1980;
            (B) the Strasbourg Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data of 28 January 1981 by the member States of the DFSA Board of Directors of Europe signatory thereto (ETS No. 108) and the Additional Protocol to the Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data, regarding supervisory authorities and transborder Personal Data flows of 8 November 2001 (ETS No.: 181); and
            (C) the European Directive 95/46/EC of the European Parliament and of the DFSA Board of Directors of 24 October 1995 on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such Personal Data (Official Journal L 281, 23/11/1995 p. 0031–0050);
            (D) the right to privacy as provided for in (i) Article 12 of the Universal Declaration of Human Rights, adopted and proclaimed by resolution 217 A (III) of the General Assembly of the United Nations of 10 December 1948, (ii) Article 17 of the International Covenant on Civil and Political Rights adopted and opened for signature, ratification and accession by resolution 2200A (XXI) of the General Assembly of the United Nations of 16 December 1966 and (iii) Article 8 of the Convention for the Protection of Human Rights and Fundamental Freedoms of the DFSA Board of Directors of Europe of 20 March 1952;

            AND CONSIDERING:

            (1) it is desirable to adopt rules on the fair and lawful Processing of Personal Data by regulated entities, public authorities, agencies and other bodies and legal entities falling under the jurisdiction of the Dubai International Financial Centre as created under Dubai Law and
            (2) the rules on the fair and lawful Processing of Personal Data are principally intended to govern the Processing of Personal Data of natural persons who are clients of natural persons, companies, organisations, partnerships, unincorporated associations, trusts, public authorities, agencies and other bodies and legal entities which fall under the jurisdiction of the Dubai International Financial Centre, but should also cover the Processing of Personal Data of employees of such natural persons, companies, organisations, partnerships, unincorporated associations, trusts, public authorities, agencies and other bodies and legal entities.

      • Investment Trust Law

        Original Law

        Consolidated Version - February 2007

        Consolidated Version - May 2010

        Click here to see the current version of the Investment Trust Law.

      • Law Regulating Islamic Financial Business

        Original Law

        Consolidated Version - April 2005

        Consolidated Version - February 2007

        Consolidated Version - May 2010

        Click here to see the current version of the Law Regulating Islamic Financial Business.

      • Markets Law

        Markets Law 2004

        Original Law

        Consolidated Version - April 2005

        Consolidated Version - February 2007

        Consolidated Version - September 2008

        Consolidated Version - May 2010

        Markets Law 2012

        Click here to see the current version of the Markets Law.

        • Markets Law

          Consolidated Version of the

          Markets Law
          DIFC Law No.12 of 2004

          which was enacted and came into force on 16 September 2004
          and was subsequently amended by :

          Markets Law Amendment Law,
          DIFC Law No.1 of 2005
          on 19 April 2005 and;
          DIFC Laws Amendment Law,
          DIFC Law No.2 of 2005
          on 19 April 2005 and;
          DIFC Laws Amendment Law 2007,
          DIFC Law No.2 of 2007
          on 15 February 2007 and;
          DIFC Laws Amendment Law,
          DIFC Law No.2 of 2008
          on 14 September 2008 and;
          DIFC Laws Amendment Law,
          DIFC Law No. 1 of 2010
          on 2 May 2010.

          • Part 1: General

            • 1. Title

              This Law may be cited as the "Markets Law 2004".

            • 2. Legislative Authority

              This Law is made by the Ruler of Dubai.

            • 3. Application of the Law

              This Law applies in the jurisdiction of the Dubai International Financial Centre.

            • 4. Date of enactment

              This Law is enacted on the date specified in the Enactment Notice in respect of this Law.

            • 5. Commencement

              This Law comes into force on the date specified in the Enactment Notice in respect of this Law.

            • 6. Interpretation

              The Schedule contains interpretative provisions and a list of defined terms used in the Law.

            • 7. Administration of the Law

              This Law and any legislation made under this Law is administered by the DFSA.

            • 8. The powers of the DFSA to make Rules

              (1) The DFSA Board of Directors may make Rules for the purposes of this Law pursuant to the power conferred upon it under Article 23 of the Regulatory Law 2004.
              (2) Without limiting the generality of Article 23 of the Regulatory Law 2004, the DFSA Board of Directors may make:
              (a) Rules in relation to the licensing and supervision of Authorised Market Institutions;
              (b) Rules in relation to the offer of Securities in or from the DIFC which will be known as the Offered Securities Rules;
              (c) Rules in relation to the maintenance of Official Lists of Securities which will be contained in the Offered Securities Rules;
              (d) Rules in relation to the corporate governance and disclosure obligations of Reporting Entities which will be contained in the Offered Securities Rules;
              (e) Rules in relation to takeovers, mergers and acquisitions of Reporting Entities which will collectively be known as the Takeover Rules;
              (f) Rules for market participants in relation to market conduct which will be known as the Market Conduct Rules; and
              (g) Guidance and general policy on Rules made for the purpose of this Law.
              (3) Where any legislation made for the purposes of this Law purports to be made in exercise of a particular power, it shall be taken also to be made in the exercise of all powers under which it may be made.
              (4) The DFSA Board of Directors shall publish draft Rules in the manner prescribed under Article 24 of the Regulatory Law 2004.

          • Part 2: Supervision of Authorised Market Institutions

            • 9. Supervision of Authorised Market Institutions

              (1) Without limiting the application of the Regulatory Law 2004, the DFSA may by written notice direct an Authorised Market Institution to do or not do specified things that the DFSA considers are necessary or desirable to comply with the Law or ensure the integrity of the DIFC, including but not limited to directions:
              (a) requiring compliance with any duty, requirement, prohibition, obligation or responsibility applicable to an Authorised Market Institution;
              (b) requiring an Authorised Market Institution to act in a specified manner in relation to transactions conducted on or through the facilities operated by an Authorised Market Institution, or in relation to a specified class of transactions; or
              (c) requiring an Authorised Market Institution to act in a specified manner or to exercise its powers under any rules that the Authorised Market Institution has made.
              (2) Without limiting the application of Article 75 of the Regulatory Law 2004, the DFSA may, with the approval of the DFSA Board of Directors, by written notice direct an Authorised Market Institution to:
              (a) close the market or facilities operated by an Authorised Market Institution in a particular manner or for a specified period;
              (b) suspend transactions on the market or through the facilities operated by an Authorised Market Institution;
              (c) suspend transactions in Investments conducted on the market or through the facilities operated by an Authorised Market Institution;
              (d) prohibit trading in Investments conducted on the market or through the facilities operated by an Authorised Market Institution;
              (e) defer for a specified period the completion date of transactions conducted on the market or through the facilities operated by an Authorised Market Institution; or
              (f) do any act or thing, or not do any act or thing, in order to ensure an orderly market, or reduce risk to the DFSA's objectives.
              (3) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to issue a direction under Article 9(1).

            • 10. Staff liabilities at Authorised Market Institutions

              (1) Neither an Authorised Market Institution nor any director, officer, employee or agent of an Authorised Market Institution may be held liable for anything done or omitted to be done in the performance or purported performance of its regulatory functions.
              (2) Article 10(1) does not apply if the act or omission is shown to have been in bad faith.

            • 11. Default Rules at Authorised Market Institutions

              (1) The DFSA may require an Authorised Market Institution to have default rules as a condition of its Licence.
              (2) The DFSA Board of Directors may make Rules which prescribe provisions which shall be adopted as part of an Authorised Market Institution's default rules.

          • Part 3: Offer of Securities

            • 12. Application of this Part to Collective Investment Funds

              The application of this Part 3 and any Offered Securities Rules made for the purpose of this Part is subject to any provision of a DIFC collective investment law or of any rules made for the purpose of that law which may govern the offer of Securities comprised of units or shares in a collective investment fund or any rights or interests in such units or shares.

            • 13. Offer of Securities

              (1) A person is to be regarded as making an offer of Securities if he:
              (a) makes an offer which, if accepted, would give rise to a contract for the issue of Securities by him or by another person with whom he has made arrangements for the issue of the Securities; or
              (b) makes an offer or invitation in relation to an issue or a sale of Securities in circumstances prescribed by the Offered Securities Rules.
              (2) A person shall not make an offer of Securities in the DIFC unless the offer of Securities is made by way of an Exempt Offer or Prospectus offer in accordance with this Part and the Offered Securities Rules.
              (3) An offer of Securities is made in the DIFC if the offer:
              (a) is directed at or received by a person (an "offeree") in the DIFC at the time of the making; and
              (b) is capable of acceptance by such an offeree;
              regardless of where any resulting issue or sale occurs.
              (4) A person shall not make an offer of Securities from the DIFC unless the offer of Securities is made in accordance with the Offered Securities Rules.
              (5) An offer of Securities is made from the DIFC if:
              (a) the person making the offer is situated in the DIFC;
              (b) the offer is directed at or received by a person (an "offeree") situated, at the time of the making, outside of the DIFC; and
              (c) the offer is capable of acceptance by such an offeree;
              regardless of where any resulting issue or sale occurs.

            • 14. Exempt Offers

              (1) A person who makes an Exempt Offer shall comply with any requirements relating to that Exempt Offer which are prescribed by the Offered Securities Rules.
              (2) Exempt Offers are offers of Securities:
              (a) by recognised governments or other persons on the list of exempt offerors maintained by the DFSA in the Offered Securities Rules;
              (b) made to and directed at Professional Investors;
              (c) made in connection with a takeover offer; or
              (d) as may be prescribed by the Offered Securities Rules.
              (3) An application to be included on the list of exempt offerors shall be made in accordance with the Offered Securities Rules.
              (4) An offer of Securities remains an Exempt Offer even if the offer of Securities falls in whole or part within more than one of the conditions in Article 14(2) as long as all of the offer of Securities falls within at least one of the conditions.
              (5) The DFSA may at any time by written notice impose conditions and restrictions on offerors making Exempt Offers of Securities in the DIFC under this Law.

            • 15. Prospectus

              (1) No offer of Securities in the DIFC, other than an Exempt Offer, may take place under this Part unless:
              (a) a Prospectus has been filed with the DFSA and published; and
              (b) the offeror or issuer has appointed a sponsor or underwriter or both, if so required by the DFSA.
              (2) A Prospectus shall comply with the Offered Securities Rules and contain all information investors would reasonably require for the purpose of making an informed assessment of:
              (a) the assets and liabilities, financial position, profits and losses, and prospects of the offeror or issuer or both; and
              (b) the nature of the Securities and the rights attached to those Securities.
              (3) The DFSA may make Offered Securities Rules allowing offer documents produced in accordance with the legislation applicable in another jurisdiction to be taken to comply with the requirements of Article 15(2).
              (4) The offeror or person responsible for the content of the Prospectus shall include all information it would be reasonable for him to have knowledge of, or acquire through reasonable enquiries.
              (5) If at any time after the preparation of a Prospectus which has been filed and registered with the DFSA, there is a significant change affecting any matter contained in the Prospectus or a significant new matter arises, before the final close of the offer, the offeror or the person responsible for the Prospectus shall in accordance with the Offered Securities Rules file and register a Supplementary Prospectus which:
              (a) provides details of the change or new matter;
              (b) complies with the requirements of Articles 15(2); and
              (c) complies with any information required by the Offered Securities Rules or the DFSA.
              (6) The DFSA may on the written application of the offeror or the person responsible for the content of the Prospectus or Supplementary Prospectus allow material to be incorporated by reference if such material has been recently sent to holders of the relevant Security or is generally available in the market.
              (7) Where the Offered Securities Rules require an offeror to publish the relevant information, the Offered Securities Rules may permit the DFSA to publish the relevant information in the event that the offeror fails to do so.
              (8) No advertisement or publicity may be issued in respect of a Prospectus or Supplementary Prospectus or the Securities offered in the Prospectus or Supplementary Prospectus, unless the information contained in the advertisement complies with the Offered Securities Rules.

            • 16. Stop orders

              (1) If the DFSA is satisfied that an offer of Securities would contravene or has contravened this Law or the Offered Securities Rules, the DFSA may issue a stop order directing that no offers, issues, sales or transfers of the Securities may be made for such a period of time as it thinks appropriate.
              (2) Upon making a decision in relation to Article 16(1) the DFSA shall without undue delay inform the offeror in writing of its decision and where requested by the offeror the reasons for the decision.
              (3) The DFSA may only exercise its power to issue a stop order if it has given the relevant person a suitable opportunity to make representations in person and in writing to the DFSA in relation to the proposed stop order.
              (4) The requirements imposed on the DFSA in Article 16(3) shall not apply where the DFSA concludes that any delay likely to arise as a result of such requirements is prejudicial to the interests of the DIFC or participants in the market.
              (5) Where pursuant to Article 16(4) the DFSA has issued a stop order directing that no offers, issues, sales or transfers of Securities may be made without providing a prior opportunity to make representations, the DFSA shall:
              (a) provide the relevant offeror an opportunity to make representations in person and in writing to the DFSA within the period of 14 days, or such further period as may be agreed, from the date on which such direction was made; and
              (b) provide a response to any such submission, and make any consequential direction, variation or withdrawal of the direction, without undue delay.
              (6) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to issue a stop order made under this Article.

          • Part 4: Listings

            • 17. Maintaining an Official List of Securities

              (1) Subject to (2), an Official List of Securities for an Authorised Market Institution may be maintained by either the Authorised Market Institution or the DFSA.
              (2) An Authorised Market Institution may maintain an Official List of Securities provided it has an endorsed Licence authorising it to maintain an Official List of Securities.
              (3) The DFSA may maintain an Official List of Securities where:
              (a) the Authorised Market Institution does not wish to maintain an Official List of Securities;
              (b) it has refused to grant an endorsement to an Authorised Market Institution to maintain an Official List of Securities; or
              (c) it has suspended or withdrawn an endorsement from an Authorised Market Institution to maintain an Official List of Securities.
              (4) An Authorised Market Institution when maintaining an Official List of Securities shall comply with the relevant requirements in the Law, its listing rules, the Offered Securities Rules and any other legislative requirement.
              (5) An Authorised Market Institution shall not permit trading of Investments on its facilities unless those Investments:
              (a) are admitted to, and not suspended from, an Official List of Securities maintained by it or the DFSA; or
              (b) meet the requirements set out in Rules made for the purpose of this Article.
              (6) The DFSA may make Rules prescribing appropriate transitional arrangements when transferring an Official List of Securities from an Authorised Market Institution to the DFSA or from the DFSA to an Authorised Market Institution.

            • 17A. Application for an endorsement

              (1) An application for an endorsement on a Licence authorising an Authorised Market Institution to maintain an Official List of Securities may be made to the DFSA by:
              (a) the Authorised Market Institution; or
              (b) an applicant for a Licence to operate as an Authorised Market Institution.
              (2) The DFSA may, in its absolute discretion, grant or refuse to grant an application for an endorsement.
              (3) When granting or refusing to grant an endorsement the DFSA shall consider whether an Authorised Market Institution has listing rules that meet the requirements in Article 22 and whether it complies with any other relevant requirement imposed by Law or Rules.
              (4) Upon refusing to grant an endorsement, the DFSA shall, without undue delay, inform the applicant in writing of such refusal and, if requested by the applicant, the reasons for such refusal.

            • 17B. Suspension or withdrawal of an endorsement

              (1) The DFSA may at any time by written notice suspend or withdraw the endorsement on the Licence of an Authorised Market Institution to maintain an Official List of Securities.
              (2) The DFSA may act under Article 17B(1) on its own initiative or at the request of an Authorised Market Institution.
              (3) Subject to Article 17B(4), the DFSA may only suspend or withdraw the endorsement on a Licence on its own initiative if it has given the Authorised Market Institution a suitable opportunity to make representations in person and in writing to the DFSA in relation to the proposed changes.
              (4) The requirement imposed on the DFSA under Article 17B(3) shall not apply in the case of a suspension of an endorsement on a Licence if the DFSA 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 17B(4), the DFSA suspends an endorsement without providing a prior opportunity to make representations, the DFSA shall:
              (a) provide the relevant Authorised Market Institution with an opportunity to make representations in person and in writing to the DFSA within a period of fourteen days or such further period as may be allowed from the date on which the endorsement is suspended; and
              (b) provide a response to any such submission and make any consequential direction without undue delay.
              (6) The DFSA may give any third party who has a direct interest in the matter an opportunity to make representations to the DFSA if the DFSA considers it desirable to do so.

            • 17C. Admission to an Official List of Securities maintained by an Authorised Market Institution

              (1) This Article applies where an Authorised Market Institution maintains an Official List of Securities.
              (2) An Authorised Market Institution may grant admission of Securities to an Official List of Securities in accordance with its listing rules and where it is satisfied that the requirements of its listing rules, the Offered Securities Rules and any other requirements it or the DFSA has imposed are or will be complied with.
              (3) An Authorised Market Institution shall notify an applicant in writing of its decision in relation to the application for admission of Securities to an Official List of Securities.
              (4) The DFSA may, by written notice:
              (a) object to the admission by an Authorised Market Institution of Securities to an Official List of Securities; or
              (b) impose, vary or withdraw conditions or restrictions on the admission by an Authorised Market Institution of Securities to an Official List of Securities;

              where it is in the interests of the DIFC to do so or the DFSA reasonably considers, for a reason relating to the issuer of the Securities or to the Securities, that:
              (i) granting the Securities admission to the Official List of Securities would be detrimental to the interests of persons using the facilities or otherwise dealing in the Securities;
              (ii) the requirements of the listing rules have not been complied with;
              (iii) any requirement imposed by the DFSA has not been complied with; or
              (iv) the issuer of the Securities has failed to comply with any obligations to which he is or was subject to in relation to having a listed or traded Security in the DIFC or another jurisdiction.
              (5) Where the DFSA objects to the admission of Securities to an Official List of Securities in accordance with Article 17C(4)(a), the Authorised Market Institution shall not admit the Securities to the Official List of Securities.
              (6) Where the DFSA imposes conditions or restrictions on the admission by an Authorised Market Institution of Securities to an Official List of Securities in accordance with Article 17C(4)(b), the Authorised Market Institution shall not admit the Securities to the Official List of Securities unless it complies with the conditions and restrictions.
              (7) Where, pursuant to Article 17C(4), the DFSA has objected to the admission of a Security to an Official List of Securities or imposed a condition or restriction, the DFSA shall:
              (a) provide the applicant and the Authorised Market Institution an opportunity to make representations in person and in writing to the DFSA within the period of 14 days, or such further period as may be allowed, from the date on which such written notice was provided; and
              (b) provide a response to any such submission, and make any necessary consequential variation, withdrawal or amendment of the objection, condition or restriction without undue delay.
              (8) An Authorised Market Institution shall have, for the purposes of maintaining an Official List of Securities, listing rules that meet the requirements prescribed in Article 18.

            • 17D. Admission to an Official List of Securities maintained by the DFSA

              (1) This Article applies where the DFSA maintains an Official List of Securities.
              (2) The DFSA may grant Securities admission to an Official List of Securities in accordance with the Law and the Offered Securities Rules and where the DFSA is satisfied that the requirements of the Offered Securities Rules and any other requirements it has imposed are and will be complied with.
              (3) The DFSA may impose, vary or withdraw conditions or restrictions on the admission of Securities to an Official List of Securities.
              (4) The DFSA shall notify the applicant in writing of its decision in relation to the admission of Securities to an Official List of Securities in accordance with the Offered Securities Rules.
              (5) The DFSA shall have, for the purposes of maintaining an Official List of Securities, listing rules contained in the Offered Securities Rules that meet the requirements prescribed in Article 18.

            • 18. Listing Rules Requirements

              (1) The listing rules of an Authorised Market Institution or the DFSA shall include rules in relation to:
              (a) applications for admission to an Official List of Securities;
              (b) requirements to be met before Securities may be granted admission to an Official List of Securities;
              (c) agreements in connection with admitting Securities to an Official List of Securities;
              (d) the enforcement of those agreements in (c);
              (e) the suspension and de-listing of Securities from an Official List of Securities;
              (f) the imposition on any person of obligations to observe specific standards of conduct or to perform, or refrain from performing, specified acts, reasonably imposed in connection with the admission of Securities to an Official List of Securities or continued admission of Securities to an Official List of Securities;
              (g) penalties or sanctions which may be imposed by an Authorised Market Institution or the DFSA for a breach of the listing rules;
              (h) procedures or conditions which may be imposed, or circumstances which are required to exist, in relation to matters which are provided for in the listing rules;
              (i) dealing with possible conflicts of interest that might arise when a person seeks to have Securities admitted to an Official List of Securities;
              (j) such other matters as are necessary or desirable for the proper operation of the listing rules and process; and
              (k) any other matters prescribed by the Rules made by the DFSA for the purpose of this Article.
              (2) Applications for the admission of Securities to an Official List of Securities shall be made by the issuer of the Securities, or by a third party on behalf of and with the consent of the issuer of the Securities.
              (3) An Authorised Market Institution shall only amend its listing rules in accordance with the Rules made by the DFSA for this purpose.
              (4) Subject to Article 18(5) the DFSA may by written notice direct an Authorised Market Institution to:
              (a) make listing rules within a specified period; or
              (b) amend specified listing rules in the manner and within the period prescribed.
              (5) The DFSA may only direct an Authorised Market Institution in accordance with Article 18(4) if it has first requested the Authorised Market Institution to make or amend specified listing rules and the Authorised Market Institution has failed to comply with that requirement within the period specified by the DFSA in its request.

            • 19. Suspending and delisting Securities from an Official List of Securities

              (1) The DFSA or an Authorised Market Institution may, in accordance with its listing rules, suspend or delist Securities from an Official List of Securities with immediate effect or from such date and time as may be specified where it is satisfied that there are circumstances that warrant such action or it is in the interests of the DIFC.
              (2) The DFSA may by written notice direct an Authorised Market Institution to suspend or delist Securities from an Official List of Securities with immediate effect or from such date and time as may be specified if it is satisfied there are special circumstances that warrant such action or it is in the interests of the DIFC.
              (3) The DFSA shall provide the written notice under Article 19(2) without undue delay to the Reporting Entity and the Authorised Market Institution and where requested by the Reporting Entity or the Authorised Market Institution shall provide the reasons for the decision.
              (4) Subject to (5), the DFSA may only exercise its power under Article 19(1) and (2) if it has given the Reporting Entity and the Authorised Market Institution a suitable opportunity to make representations in person and in writing in relation to the proposed suspension or delisting.
              (5) The requirements imposed on the DFSA in Article 19(4) shall not apply:
              (a) in relation to the suspension by the DFSA of Securities from an Official List of Securities; or
              (b) in the case of a direction by the DFSA to an Authorised Market Institution to suspend Securities,
              where the DFSA concludes that any delay likely to arise as a result of such requirements is prejudicial to the interests of the DIFC.
              (6) Where pursuant to Article 19(5)(b) the DFSA has:
              (a) suspended a Security from an Official List of Securities; or
              (b) directed an Authorised Market Institution to suspend Securities from an Official List of Securities;

              without providing a prior opportunity to make representations, the DFSA shall:
              (i) provide the relevant Reporting Entity and the Authorised Market Institution an opportunity to make representations in person and in writing to the DFSA within the period of 14 days, or such further period as may be agreed, from the date on which such direction or suspension was made; and
              (ii) provide a response to any such submission, and make any necessary consequential direction, variation or withdrawal of the direction, without undue delay.
              (7) The DFSA may by written notice withdraw a direction made under Article 19(2) at any time.
              (8) Securities that are suspended from an Official List of Securities are still admitted to an Official List of Securities for the purposes of Parts 4, 5 and 6 of this Law.

            • 19A. Jurisdiction of the Regulatory Appeals Committee

              The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision of the DFSA to:

              (a) refuse an application for an endorsement under Article 17A;
              (b) suspend or withdraw an endorsement under Article 17B;
              (c) object to the admission of Securities to an Official List of Securities under Article 17C;
              (d) impose, vary or withdraw a condition or restriction under Articles 17C and 17D;
              (e) refuse an application for admission to an Official List of Securities under Article 17D;
              (f) suspend or delist Securities from an Official List of Securities under Article 19; or
              (g) direct an Authorised Market Institution to suspend or delist Securities admitted to an Official List of Securities under Article 19.

          • Part 5: Corporate Governance

            • 20. Corporate governance

              (1) A Reporting Entity and its directors shall comply with the corporate governance principles set out in Article 21 together with the requirements of this Law and the Offered Securities Rules.
              (2) A Reporting Entity shall include in its annual report a statement on how it applies the corporate governance principles and the Rules relating to corporate governance referred to in Article 20(1).
              (3) A Reporting Entity must comply with, and observe, the spirit and the wording of the corporate governance principles.

            • 21. Corporate governance principles

              (1) A Reporting Entity shall have a clear and appropriate division of responsibilities amongst and between senior management and the directors. The division should ensure there is clear guidance for the Reporting Entity and accountability of its directors to the Reporting Entity and its shareholders.
              (2) A director of a Reporting Entity shall exercise his powers and discharge his duties in good faith and act honestly and in the best interests of the Reporting Entity and its shareholders.
              (3) Controllers of a Reporting Entity shall exercise their rights of control in good faith and any abuse or oppression of minority shareholders of the Securities is unacceptable.
              (4) The directors of a Reporting Entity shall present a true, balanced and understandable assessment of the entity's position and prospects when making financial reports and relevant disclosures of material and other information to the market.
              (5) The directors of a Reporting Entity shall establish formal and transparent arrangements for considering how it should apply the financial reporting corporate governance principles and for maintaining an appropriate relationship with the Reporting Entity's auditors.

          • Part 6: Disclosure

            • Chapter 1 — Continuous Disclosure

              • 22. Data Base

                (1) The DFSA shall establish and maintain an electronic data gathering, analysis and retrieval system (the "data base") for the receipt and storage of information filed or disclosed under this Part and any rules made under this Part. The data base is for the purpose of making information available to the public except where such information is confidential as prescribed in the rules.
                (2) The DFSA may delegate to any person all or part of any function in Article 22(1).

              • 23. Publication and reporting of continuous disclosures

                (1) A Reporting Entity shall make disclosures to the market in the circumstances prescribed by the Offered Securities Rules.
                (2) Without limiting the generality of Article 23(1), the Offered Securities Rules shall prescribe the circumstances in which the following types of information shall be disclosed:
                (a) financial information;
                (b) any material information which may have an effect on the market price or value of the Securities; and
                (c) any material change which occurs in relation to a Reporting Entity.
                (3) Where the Offered Securities Rules require a Reporting Entity to publish information, the Offered Securities Rules may permit the DFSA to publish that information in the event that the Reporting Entity fails to do so.
                (4) Where information must be disclosed pursuant to Article 23(1), the Reporting Entity shall immediately:
                (a) issue a release of information to the market disclosing the information in the manner prescribed by the Offered Securities Rules; and
                (b) file a report with the DFSA in accordance with the Offered Securities Rules.

              • 24. Disclosure exceptions

                (1) Where in the reasonable opinion of a Reporting Entity the disclosure required by the Offered Securities Rules made pursuant to Article 23 would:
                (a) be unduly detrimental to the interests of the Reporting Entity; or
                (b) disclose commercially sensitive material,
                the Reporting Entity need not make the disclosure but shall immediately file with the DFSA a confidential report together with written reasons for non-disclosure.
                (2) The DFSA may direct disclosure of the information on such terms as it thinks fit.
                (3) Where a confidential report is filed with the DFSA under Article 24(1), the Reporting Entity need not comply with the requirement of Article 23 unless or until one of the following occurs:
                (a) the DFSA directs the Reporting Entity to comply with Article 23;
                (b) there is a material change of circumstances such that the reason for the confidential report is no longer valid;
                (c) the Reporting Entity becomes aware, or there are reasonable grounds to suspect, that persons with knowledge of the material change have made use of that knowledge in dealing in Securities;
                (d) 5 business days have expired after the filing of the report and an extension has not been provided by the DFSA; or
                (e) the Reporting Entity acts in accordance with any direction of the DFSA.

            • Chapter 2 — Disclosure of Interests

              • 25. Disclosures by connected persons in relation to Investments

                (1) A person who, as the consequence of any event, becomes connected to and has a financial interest in a Reporting Entity shall file a report with the DFSA and the relevant Reporting Entity within 5 business days of the event disclosing any financial interests in Investments in or relating to the Reporting Entity.
                (2) A person connected to a Reporting Entity shall file a report with the DFSA and the relevant Reporting Entity within 5 business days of the event on the occurrence of any event as a result of which:
                (a) he acquires or ceases to have a financial interest in Investments in or relating to the Reporting Entity; or
                (b) the level of financial interest in Investments in or relating to the Reporting Entity in relation to which he has previously filed a report with the DFSA has changed by an amount or passed through a defined level as prescribed by the Offered Securities Rules; or
                (c) he ceases to be connected to the Reporting Entity.
                (3) Reports filed in accordance with Articles 25(1) and (2) must be filed in the manner prescribed and contain the details required by the Offered Securities Rules.
                (4) Reports filed in accordance with Articles 25(1) and (2) and the information provided in the reports as required by the Offered Securities Rules shall be disclosed to the market by the Reporting Entity to which the relevant person is connected and, if considered appropriate, by the DFSA in accordance with the Offered Securities Rules.
                (5) In this Article:
                (a) a person is "connected" to a Reporting Entity if the person:
                (i) is a director or is involved in the senior management of the Reporting Entity or an Associate body corporate of the Reporting Entity;
                (ii) owns or beneficially owns voting Securities carrying more than 5% of the votes attached to all voting Securities of the Reporting Entity or an Associate body corporate of the Reporting Entity; or
                (iii) is a director of or is involved in the senior management of any person who owns or beneficially owns voting Securities carrying more than 5% of the votes attached to all voting Securities of the Reporting Entity; and
                (b) a "financial interest" is a financial interest as prescribed in the Offered Securities Rules.

              • 26. Reporting of material interests

                (1) A director of a Reporting Entity who has a material interest in a matter that relates to the affairs of the Reporting Entity shall within 5 business days of the material personal interest arising or changing give the other directors notice of the interest.
                (2) In this Article:

                "material interest" includes interests:
                (a) arising through the direct or indirect ownership of Investments;
                (b) arising through the beneficial ownership of Investments; or
                (c) involving any financial arrangement.

            • Chapter 3 — Disclosure Documents

              • 27. Annual report and financial statements

                A Reporting Entity shall file with the DFSA an annual report and annual financial statements in accordance with the Offered Securities Rules and the statements shall be signed by at least two directors of the Reporting Entity.

              • 28. Interim financial statements

                (1) A Reporting Entity shall file with the DFSA:
                (a) semi-annual financial statements; and
                (b) such other financial statements as are required by the Offered Securities Rules.
                (2) The statements produced and filed in accordance with Article 28(1) shall be signed by at least two directors of the Reporting Entity.

              • 29. Auditor's report

                (1) Each annual financial statement referred to in Article 27 shall be accompanied by a report of the auditor of the Reporting Entity in accordance with the Offered Securities Rules.
                (2) The reports produced in accordance with Article 29(1) shall state whether in the auditor's opinion the financial statements required by Article 27 represent a true and fair view of the state and affairs of the Reporting Entity.

              • 30. Supply of financial statements

                Upon a request from a holder of its Securities, a Reporting Entity shall within 14 days of the request make a financial statement filed under Article 27 or 28 available to the holder.

            • Chapter 4 — Proxy Solicitation

              • 31. Proxy solicitation

                A Reporting Entity shall, for each meeting at which holders of its Securities are eligible to exercise their voting rights attached to voting Securities, give each shareholder the right and means to vote by proxy in accordance with the Offered Securities Rules.

            • Chapter 5 — Disclosure Requirements

              • 32. Certain requirements

                (1) The DFSA may make directions by written notice in relation to this Part on such terms and conditions as the DFSA thinks fit.
                (2) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal of a direction made under this Article.
                (3) The DFSA may make Offered Securities Rules requiring a Reporting Entity to appoint a sponsor.
                (4) The DFSA may make Offered Securities Rules enabling such requirements referred to in this Part to be varied in cases where an offer of Securities is made by an offeror:
                (a) which at the time of the offer of Securities in or from the DIFC, has made an offer of Securities in a jurisdiction other than the DIFC; and
                (b) that jurisdiction has substantially the same disclosure requirements as provided in this Law and the Offered Securities Rules.

          • Part 7: Takeovers

            • 33. Purpose of this Part

              The purpose of this Part, and of Takeover Rules made for the purpose of this Part, is to:

              (a) ensure that a Takeover takes place in an efficient, competitive, fair and informed market;
              (b) ensure that shareholders are treated fairly and shareholders of the same class are treated the same; and
              (c) provide an orderly framework within which a Takeover is conducted.

            • 34. Takeover Rules

              The DFSA shall make Rules known as the Takeover Rules prescribing the procedures for and obligations of persons in respect of a Takeover of a Reporting Entity.

            • 35. Takeover Principles

              (1) The DFSA shall make Takeover Rules prescribing a set of Takeover principles relating to, but not limited to:
              (a) treatment of shareholders and of classes of shareholders in a Takeover;
              (b) adequacy of time and of information provided to shareholders to enable proper consideration of a Takeover bid;
              (c) avoidance of the creation of false markets; and
              (d) avoidance of oppression of minorities.
              (2) A person who is involved in a Takeover of a Reporting Entity shall comply with and observe the spirit and the wording of the Takeover principles.

          • Part 8: Prevention of Market Misconduct

            • Chapter 1 — Market Misconduct

              • 36. Fraud and market manipulation

                A person shall not, in the DIFC or elsewhere, directly or indirectly, engage or participate in any act, practice or course of conduct relating to Investments that the person knows or reasonably ought to know:

                (a) results in or contributes to, or may result in or contribute to, a misleading appearance of trading activity in, or an artificial price for, Investments; or
                (b) perpetrates a fraud on any person.

              • 37. Misleading or untrue statements

                A person shall not, in the DIFC or elsewhere, make a statement that the person knows or reasonably ought to know, at the time and in light of the circumstances under which it is made:

                (a) is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading; and
                (b) significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of Investments.

              • 38. Misleading or deceptive conduct

                A person shall not, in the DIFC or elsewhere, engage in conduct in relation to Investments that is misleading or deceptive or is likely to mislead or deceive.

              • 39. Misleading or deceptive statements

                (1) A person shall not make an offer of Securities under a Prospectus or Supplementary Prospectus if there is:
                (a) a misleading or deceptive statement in:
                (i) the Prospectus or Supplementary Prospectus;
                (ii) any application form that accompanies the Prospectus or Supplementary Prospectus; or
                (iii) any other document that relates to the offer, or the application form;
                (b) an omission from the Prospectus, Supplementary Prospectus, application form or any other document as required by this Law or the Offered Securities Rules; or
                (c) a new circumstance that under the Law or the Offered Securities Rules requires a Supplementary Prospectus to be filed.
                (2) A person shall not in or from the DIFC make a misleading or deceptive statement in any document issued by him or on his behalf in connection with an Exempt Offer, whether in the DIFC or elsewhere.

              • 40. Statements about future matters

                (1) A person is taken to make a misleading statement about a future matter, whether by himself or his agent, if at the time of making the statement he did not have reasonable grounds for making the statement or causing it to be made.
                (2) The onus for proving that reasonable grounds existed for the purposes of Article 40(1) is on the person who made the statement.

              • 41. Inducing persons to deal

                (1) A person shall not in the DIFC or elsewhere, induce another person to deal in Investments:
                (a) by making or publishing a statement, promise or forecast if the person knows, or is reckless as to whether, the statement is misleading, false or deceptive;
                (b) by a concealment of material facts; or
                (c) by recording or storing information that the person knows to be false or misleading in a material respect or may be materially misleading.

              • 42. Insider dealing

                (1) A person who is an insider shall not, in the DIFC or elsewhere, directly or indirectly, deal, or attempt to deal, in an Investment of a Reporting Entity, or in a related investment, on the basis of inside information.
                (2) In this Article "Investment" does not include commodity derivatives

              • 43. Providing inside information

                (1) An insider shall not, other than in the necessary course of business, disclose inside information to another person.
                (2) An insider shall not procure another person to deal in the Investments or related investments in which the insider has inside information.
                (3) In this Article:

                "procure" includes:

                where a person induces or encourages another person by direct or indirect means.

              • 44. Application of provisions

                Articles 36 to 43 of this Part do not apply to conduct which occurs outside the jurisdiction unless the conduct affects the DIFC markets or users of the DIFC markets.

              • 45. Definitions for this Part

                (1) In this Part, in relation to Investments, or related investments, "inside information" means:
                (a) information of a precise nature which:
                (i) is not generally available;
                (ii) relates, directly or indirectly, to one or more Reporting Entities of the Investments concerned or to one or more of the Investments; and
                (iii) would, if generally available, be likely to have a significant effect on the price of the Investments or on the price of related investments.
                (2) In (1)(a) information is precise if it:
                (a) indicates circumstances that exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur; and
                (b) is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of Investments or related investments.
                (3) In (1)(a)(iii) information would be likely to have a significant effect on price if and only if it is information of the kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.
                (4) In (1)(a) information about a person's pending orders in relation to an Investment or related investment is also inside information.
                (5) In (1)(a)(i) information which can be obtained by research or analysis conducted by, or on behalf of, users of a market is to be regarded, for the purposes of this Part, as being generally available to them.
                (6) In this Part "insider" means a person who has inside information:
                (a) as a result of his membership of the administrative, management or supervisory bodies of a relevant Reporting Entity;
                (b) as a result of his holding in the capital of the relevant Reporting Entity;
                (c) as a result of having access to the information through the exercise of his employment, profession or duties;
                (d) as a result of his criminal activities; or
                (e) which he has obtained by other means and which he knows, or could reasonably be expected to know, is inside information.
                (7) In this Part, in relation to an Investment (the "First Investment"), a "related investment" means another Investment whose price or value depends, in whole or in part, on the price or value of the First Investment.

            • Chapter 2 — Defences

              • 46. Reasonable inquiries and reasonable belief

                A person does not commit a contravention of Articles 38 or 39, if that person proves that he:

                (a) made all inquiries that were reasonable in the circumstances; and
                (b) after doing so, believed on reasonable grounds that the statement or omission was not misleading or deceptive.

              • 47. Reasonable reliance on information given by another person

                (1) A person does not commit a contravention of Articles 38 or 39, if the person proves that he placed reasonable reliance on information given to him by:
                (a) if the person is not a natural person, someone other than a member of the governing body, employee or agent of the person; or
                (b) if the person is a natural person, someone other than an employee or agent of the individual.
                (2) For the purposes of this Part, a person is not the agent of a person or a natural person because he performs a particular professional or advisory function for the person or natural person.

              • 48. Defences for market manipulation, insider dealing and providing inside information

                (1) A person shall not be found to have contravened Article 36 if the person establishes that the conduct or practice the person engaged in was in the performance of, and in accordance with, the price stabilisation requirements as prescribed in the Rules.
                (2) A person shall not be found to have contravened Article 42 if:
                (a) the person establishes that he reasonably believed that the inside information had been disclosed to the market in accordance with this Law or the Rules;
                (b) the dealing occurred in the legitimate performance of an underwriting agreement for the Investments or related investments in question;
                (c) the dealing occurred in the legitimate performance of its functions as a liquidator or receiver;
                (d) the dealing is undertaken solely in the course of the legitimate performance of his functions as a market maker;
                (e) the person executes an unsolicited client order in Investments or related investments while in possession of inside information without contravening Article 43 or otherwise advising or encouraging the client in relation to the transaction;
                (f) the dealing is undertaken legitimately and solely in the context of that person's public takeover bid for the purpose of gaining control of that Reporting Entity or proposing a merger with that Reporting Entity; or
                (g) the sole purpose of the Reporting Entity acquiring its own shares was to satisfy a legitimate reduction of share capital or to redeem securities in accordance with the Rules.
                (3) A person shall not be found to have contravened Article 43 if:
                (a) the person establishes that the information was disclosed by him in accordance with any requirement of the law or a court order; or
                (b) the person establishes that he reasonably believed that the inside information had been disclosed to the market in accordance with this Law or the Rules.

              • 49. Chinese wall arrangements

                A person does not contravene Article 42 by dealing in Investments or related investments if:

                (a) it had in operation at that time an effective information barrier which could reasonably be expected to ensure that the inside information was not communicated to the person or persons who made the decision to deal and that no advice with respect to the transaction or agreement was given to that person or any of those persons by an insider; and
                (b) the information was not communicated and no such advice was given.

              • 50. [Deleted]

                 

            • Chapter 3 — Civil Compensation

              • 51. Compensation

                (1) Any person prescribed in Rules made by the DFSA as being responsible for a Prospectus is liable to pay compensation to another person who has acquired Securities to which the Prospectus relates and who has suffered loss or damage arising from any untrue or misleading statement in the Prospectus or the omission from it of any material matter required to have been included in the Prospectus under the Law or Rules.
                (2) The DFSA may make Rules prescribing circumstances in which a person who would otherwise be liable under Article 51(1) will not be so liable.
                (3) Nothing in this Article affects the powers, rights or liabilities that any person may have apart from this Article including the power to institute proceedings under Article 94 of the Regulatory Law 2004.

          • Part 9: Contraventions and Proceedings

            • 52. Contraventions

              A person who:

              (a) does an act or thing that the person is prohibited from doing by or under this Law or by the Rules;
              (b) does not do an act or thing that the person is required or directed to do by or under this Law or by the Rules;
              (c) otherwise contravenes a provision of this Law or the Rules;
              commits a contravention of this Law or the Rules, as the case may be, by virtue of Article 85 of the Regulatory Law 2004.

            • 53. Declaration of contravention

              Without in any way limiting the orders the Court or the Financial Markets Tribunal may make under Article 54 of this Law or any other legislation administered by the DFSA, the Court or the Financial Markets Tribunal may make a declaration in proceedings pending before it that a person has committed a contravention of this Law or the Rules.

            • 54. Orders in the interests of the DIFC

              (1) Without limiting the powers of the Court or the Financial Markets Tribunal, either may on the application of the DFSA, make one or more of the following orders in relation to a person, irrespective of whether a contravention has occurred, if in its opinion, it is in the interest of the DIFC to make the order or orders:
              (a) an order restricting any conduct on such conditions or terms as the Court or Financial Markets Tribunal thinks fit;
              (b) an order that trading in any Investments cease permanently or for such period as is specified in the order;
              (c) an order that any exemptions contained in the Law or the Offered Securities Rules, Takeover Rules or Market Conduct Rules, do not apply permanently or for such period as is specified in the order;
              (d) an order that a person submit to a review by the DFSA of his practices and procedures and institute such changes as may be directed by the DFSA;
              (e) orders in relation to activities relating to Takeover Offers within the DIFC;
              (f) an order that a disclosure be made to the market;
              (g) an order reprimanding a person described in the order;
              (h) an order that a person resign one or more positions that the person holds as a director or officer of a company;
              (i) an order that a person is prohibited from becoming or acting as a director or officer of any company;
              (j) an order that a person is prohibited from making offers of Securities in or from the DIFC;
              (k) an order that a person is prohibited from being involved in listing companies or Securities within the DIFC;
              (l) an order requiring a person to disgorge to the DFSA any amounts obtained as a result of the non-compliance with the Law or the Rules;
              (m) an order that a release, report, Prospectus, Supplementary Prospectus, return, financial statement or any other document described in the order:
              (i) be provided by a person described in the order,
              (ii) not be provided by a market participant described in the order; or
              (iii) be amended by a market participant to the extent that amendment is practicable.
              (n) an order that a person pay a fine; or
              (o) any order that the Court or Financial Markets Tribunal thinks fit, in order to maintain the integrity of the DIFC and ensure an efficient, honest, fair and transparent market.
              (2) The Court or Financial Markets Tribunal may on the application of the DFSA, make interim and ex parte orders specified in Article 54(1)(a), (b), (c), (d), (e), (f), (m) and (o).
              (3) An order under Article 54(1) and (2) may be subject to such terms and conditions as the Court or the Financial Markets Tribunal may impose.

            • 55. Certificate of contravention

              A certificate signed by the Registrar of the Court or a member of the Financial Markets Tribunal which states that the Court or Financial Markets 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 DFSA or made a specified finding of fact is, in any proceedings before the Court or Financial Markets Tribunal, where relevant:

              (a) conclusive evidence that the person was found by the Court or the Financial Markets 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 finding of fact determined by the Court or the Financial Markets Tribunal.

          • Part 10: Financial Markets Tribunal

            • 56. Jurisdiction of the Financial Markets Tribunal

              (1) Without in any way limiting the jurisdiction of the Financial Markets Tribunal conferred upon it by any other DIFC Law, the Financial Markets Tribunal has additional jurisdiction as set out in Article 56(2).
              (2) The Financial Markets Tribunal has jurisdiction to hear and determine proceedings relating to:
              (a) an issue arising out of supervision relating to an Authorised Market Institution other than a direction under Article 9(2);
              (b) an issue arising out of offers of Securities arising under this Law;
              (c) an issue arising out of a takeover, Takeover Offer, merger or acquisition of shares; or
              (d) any matter that may be prescribed by law or the Rules for the purpose of this Article.
              (3) A proceeding brought under Article 56(2) shall be referred to as a "regulatory proceeding" for the purposes of this Part.
              (4) A regulatory proceeding under this Part does not include an appeal of a DFSA decision.
              (5) A regulatory proceeding under this Part may be brought by the DFSA or by another person with the consent of the DFSA.
              (6) Subject to Article 56(7), an appeal from a determination from the Financial Markets Tribunal may be made to the Court pursuant to Article 32(5) of the Regulatory Law 2004.
              (7) An appeal lies to the Court on a point of law from a determination by the Financial Markets Tribunal of an appeal to the Tribunal prescribed by Rules made by the DFSA for the purposes of this Article.

            • 57. Powers to hear and determine matters

              (1) For the purposes of any proceeding before it, the Financial Markets Tribunal shall be constituted as provided in Article 31 of the Regulatory Law 2004.
              (2) The Financial Markets Tribunal may, for the purposes of any proceedings commenced under this Law, 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 or control relating to the subject matter of the proceedings;
              (c) administer oaths or affirmations;
              (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 Financial Markets 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 Financial Markets 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 Financial Markets Tribunal considers necessary for or ancillary to the conduct of the proceedings or the performance of its function.
              (3) At the conclusion of any proceedings, under this Law, the Financial Markets Tribunal may make a finding or declaration of unacceptable circumstances or a contravention of the Law or Rules, and may make one or more of the following orders, in addition to any orders it may make under Article 54 of this Law:
              (a) an order requiring the respondent to comply with the Law;
              (b) an order requiring the respondent to comply with the Offered Securities Rules or the Takeover Rules;
              (c) an order in relation to the control or acquisition of Investments in or relating to a Reporting Entity;
              (d) an order in relation to the rights of shareholders or minority shareholders in a Reporting Entity;
              (e) an order requiring the respondent to do any act or thing; or
              (f) any consequential orders as the Financial Markets Tribunal sees fit following a finding or the making of a declaration.

          • Part 11: Miscellaneous

            • 58. Waivers and Modification of the Law and Rules

              (1) The DFSA may where it considers it appropriate or desirable in the interests of the DIFC to do so:
              (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 Law 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 DFSA may, without limiting any other powers that the DFSA 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 DFSA 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 DFSA 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 DFSA Board of Directors may, pursuant to the power granted in Article 23 of the Regulatory Law 2004, 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.
              (7) This Article does not affect the application of Article 25 of the Regulatory Law 2004 in relation to the waiver and modification of Rules made for the purpose of this Law.

            • 59. Fees

              The DFSA may make Rules providing for the payment of fees to the DFSA as provided for in Article 16 of the Regulatory Law 2004.

            • 60. Filing of material with the DFSA

              The DFSA may by means of Rules:

              (a) require the filing of certain material;
              (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 DFSA;
              (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; and
              (e) prescribe the circumstances in which persons shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose under the Law.

          • Schedule — Interpretation

            • 1. Rules of interpretation

              (1) In the Law, a reference to:
              (a) a statutory provision includes a reference to the statutory provision as amended or re-enacted from time to time;
              (b) a person includes any natural person, body corporate or body unincorporated, including a company, partnership, unincorporated association, government or state;
              (c) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in the Law, include publishing or causing to be published in printed or electronic form;
              (d) unless stated otherwise, a day means a calendar day. If an obligation falls on a calendar day which is either a Friday or Saturday or an official state holiday in the DIFC, the obligation shall take place on the next calendar day which is a business day;
              (e) a calendar year shall mean a year of the Gregorian calendar; and
              (f) the masculine gender includes the feminine.
              (2) The headings in the Law shall not affect its interpretation.

            • 2. Legislation in the DIFC

              References to legislation and Guidance in the Law shall be construed in accordance with the following provisions:

              (a) Federal Law is law made by the federal government of the United Arab Emirates;
              (b) Dubai Law is law made by the Ruler, as applicable in the Emirate of Dubai;
              (c) DIFC Law is law made by the Ruler (including, by way of example, the Law), as applicable in the DIFC;
              (d) the Law is The Markets Law, DIFC Law No.12 of 2004 made by the Ruler;
              (e) the Rules are legislation made by the DFSA for the purpose of this Law and are binding in nature;
              (f) Guidance is indicative and non-binding and may comprise (i) guidance made and issued by the Chief Executive as notations to the Rules; and (ii) any standard or code of practice issued by the DFSA Board of Directors which has not been incorporated into the Rules; and
              (g) references to "legislation administered by the DFSA" are references to DIFC Law and Rules conferring functions and powers on the DFSA.

            • 3. Defined Terms

              In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings:

              Term Definition
              Associate has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
              Authorised Firm has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
              Authorised Market Institution has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
              Chairman of the DFSA has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
              Chief Executive has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
              Court the DIFC Court as established under Dubai Law.
              director a director or equivalent member of an entity's governing body.
              DFSA the Dubai Financial Services Authority.
              DFSA Board of Directors the governing body of the DFSA established under Chapter 2 of Part 2 of the Regulatory Law 2004.
              DIFC the Dubai International Financial Centre.
              DIFC Law has the meaning given in Article 2 of Schedule 1 to the Regulatory Law 2004.
              Exempt Offers an offer of Securities in or from the DIFC which is an Exempt Offer in accordance this Law and the Offered Securities Rules.
              Financial Markets Tribunal the Financial Markets Tribunal established pursuant to Article 31 of the Regulatory Law 2004.
              Investments has the meaning prescribed in the Rules made under the Regulatory Law 2004.
              Law the Markets Law 2004.
              Licence a licence granted by the DFSA under Chapter 2 of Part 3 of the Regulatory Law 2004.
              Official List of Securities a list of Securities maintained by an Authorised Market Institution or the DFSA in accordance with this Law and Rules made for this purpose.
              person has the meaning given in Article 1 of Schedule 1 to the Regulatory Law 2004.
              President has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
              Professional Investors persons whose ordinary activities involve them in acquiring, holding, managing or disposing of Investments and any other persons prescribed by the Offered Securities Rules.
              Prospectus a document containing such information as prescribed by the Offered Securities Rules.
              Regulatory Appeals Committee has the meaning given in Article 3 of Schedule 1 of the Regulatory Law 2004.
              Reporting Entity
              (1) Subject to (2), a person is a Reporting Entity if:
              (a) the person has or had Securities admitted to an Official List of Securities at any time;
              (b) the person has filed a Prospectus with the DFSA under Article 15;
              (c) the person merges with or acquires a Reporting Entity; or
              (d) the person is declared in writing to be a Reporting Entity by the DFSA.
              (2) A person is not a Reporting Entity if:
              (a) the person is a properly constituted government, a government agency, a central bank or other type of national monetary authority of a country or jurisdiction, a supranational organisation whose members are either countries, central banks or national monetary authorities, a public authority or a state investment body; or
              (b)
              (i) the person previously had Securities admitted to an Official List of Securities;
              (ii) the person currently has no Securities admitted to an Official List of Securities; and
              (iii) the current holders of at least 75% of voting rights in the Reporting Entity have agreed in writing that the person is no longer a Reporting Entity; or
              (c) the DFSA so determines.
              Ruler the ruler of the Emirate of Dubai.
              Rules has the meaning given in Article 2 of Schedule 1 of the Regulatory Law 2004.
              Schedule a schedule to the Law.
              Securities has the meaning prescribed in the Rules made under the Regulatory Law 2004.
              Supplementary Prospectus a document containing such information as prescribed by the Offered Securities Rules.
              Takeover takeover and merger transactions however effected, including schemes of arrangements which have similar commercial effect to takeovers and mergers, partial bids, bid by a parent company for shares in its subsidiary and (where appropriate) share repurchases by general bid.

      • Regulatory Law

        Original Law

        Consolidated Version - April 2005

        Consolidated Version - April 2006

        Consolidated Version - August 2006

        Consolidated Version - November 2006

        Consolidated Version - February 2007

        Consolidated Version - May 2007

        Consolidated Version - September 2008

        Consolidated Version - May 2010

        Consolidated Version - July 2010

        Consolidated Version - April 2011

        Consolidated Version - December 2011

        Consolidated Version - July 2012

        Click here to see the current version of the Regulatory Law.

      • Trust Law

        Original Law

        Consolidated Version - February 2007

        Click here to see the current version of the Trust Law.