Entire Section

  • REP 4 REP 4 General Provisions

    • REP 4.1 REP 4.1 General

      • REP 4.1.2 REP 4.1.2

        (1) A Representative Office must not:
        (a) share an office with another Authorised Firm, except as provided in (2);
        (b) represent anyone other than itself or a member of its Group; or
        (c) permit any staff member to be an Employee of another Authorised Person.
        (2) A Representative Office may share an office with another Authorised Firm that is a member of the same Group.
        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]
        [Amended] DFSA RM174/2016 (Made 10th February 2016). [VER7/04-16]

        • REP 4.1.2 Guidance

          The DFSA would not consider that an Authorised Firm is sharing an office if that firm were located in serviced offices which were also the place of business of another Authorised Firm.

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

    • REP 4.2 REP 4.2 Fitness and Propriety

      • REP 4.2.1

        A Representative Office must at all times be fit and proper to hold a Licence

        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

      • REP 4.2.2

        (1) A Representative Office must at all times have a Principal Representative who is resident in the UAE and who has satisfied the DFSA as to fitness and propriety.
        (2) If the Principal Representative leaves the employment of a Representative Office, the Representative Office must designate a successor as soon as possible, and in any event within 28 days.
        (3) If the DFSA considers that a Principal Representative designated under (1) or (2) is not fit and proper to fulfil the role for which he has been designated, it will give the Representative Office written notice to this effect.
        (4) On receipt of a notice under (3), a Representative Office must within 28 days designate a new Principal Representative and notify the DFSA accordingly.
        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

      • REP 4.2.3 REP 4.2.3

        A Representative Office must ensure, as far as reasonably practical, that its Employees are fit and proper.

        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

        • REP 4.2.3 Guidance

          1. Section 2.3 of the RPP Sourcebook sets out matters which the DFSA takes into consideration when making an assessment of the kind under Rule 4.2.3.
          2. Where a Representative Office is no longer fit and proper or where its Principal Representative is no longer fit and proper, it will be in breach of the relevant Rule and the DFSA may take steps to withdraw its Licence. Section 2.3 of the RPP Sourcebook sets out matters which the DFSA takes into consideration when assessing fitness and propriety of a Principal Representative.
          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]
          Amended in accordance with Notice of Amendments to Legislation April 2011 [VER3/02-11]

    • REP 4.3 REP 4.3 Dealing with Property

      • REP 4.3.1 REP 4.3.1

        (1) A Representative Office must not hold or control money or other property belonging to another Person except to the extent that this is necessary to deal with its ordinary business operating expenses and the money or property belongs to a related party.
        (2) In (1), a "related party" has the same meaning as in Gen Rule 2.26.1(3).
        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]
        [Amended] DFSA RM186/2016 (Made 7th December 2016). [VER9/02-17]

        • REP 4.3.1 Guidance

          While a Representative Office is prohibited from holding money or other assets belonging to its customers, it is not prevented from being able to hold 'money or other property' belonging to a 'related party' (i.e. its head office, another branch of the head office or a Group member) to deal with its ordinary expenses.

          Derived from DFSA RM186/2016 (Made 7th December 2016). [VER9/02-17]

    • REP 4.4 REP 4.4 Solvency

      • REP 4.4.1 REP 4.4.1

        A Representative Office must notify the DFSA immediately upon becoming aware that it is unlikely to remain solvent in the near future or that it is insolvent.

        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

        • REP 4.4.1 Guidance

          The requirement to notify is in respect of the institution of which the Representative Office forms a part.

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

    • REP 4.5 REP 4.5 Disclosure of Regulatory Status

      • REP 4.5.1

        A Representative Office must not:

        (a) hold itself out as able to carry on a Financial Service other than Operating a Representative Office; or
        (b) otherwise misrepresent its status expressly or by implication.
        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

      • REP 4.5.2

        (1) A Representative Office must take reasonable care to ensure that every key business document which is in connection with the Representative Office carrying on the Financial Service of Operating a Representative Office in or from the DIFC includes one of the disclosures under this Rule.
        (2) A key business document includes letterhead whether issued by post, fax or electronic means, written promotional materials, business cards, and websites but does not include compliment slips, or text messages.
        (3) The disclosure required under (1) is:
        (a) 'Regulated by the Dubai Financial Services Authority as a Representative Office'; or
        (b) 'Regulated by the DFSA as a Representative Office'.
        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

      • REP 4.5.3

        The DFSA logo must not be reproduced by a Representative Office without express written permission from the DFSA and in accordance with any conditions for use.

        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

    • REP 4.6 REP 4.6 Clear, Fair and not Misleading

      • General

        • REP 4.6.1

          In this section, a "financial product" has the same meaning as in GEN Rule 2.26.1(3).

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]
          [Amended] DFSA RM186/2016 (Made 7th December 2016). [VER9/02-17]

        • REP 4.6.2

          When communicating information to a Person in relation to a financial product or financial service, a Representative Office must take reasonable steps to ensure that the communication is clear, fair and not misleading.

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

        • REP 4.6.3

          A Representative Office must not, in any form of communication with a Person, attempt to limit or avoid any duty or liability it may have to that Person or any other Person under the Regulatory Law, Rules or any other relevant legislation.

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]
          [Amended] DFSA RM186/2016 (Made 7th December 2016). [VER9/02-17]

      • Marketing Material

        • REP 4.6.4

          In this section, "marketing material" means any material communicated to a Person in the course of marketing financial services or financial products or making introductions or referrals in accordance with GEN Rule 2.26.1.

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]
          [Amended] DFSA RM186/2016 (Made 7th December 2016). [VER9/02-17]

        • REP 4.6.5 REP 4.6.5

          (1) A Representative Office must ensure that any marketing material communicated to a Person contains the following information:
          (a) the name of the Representative Office communicating the marketing material and on whose behalf the marketing material is being communicated;
          (b) the Representative Office's regulatory status as required under REP Rule 4.5.2; and
          (c) if the marketing material is directed at a specific class or category of investor, a clear statement to that effect and that no other Person should act upon it.
          (2) If the marketing material includes standard terms of a contract of insurance or banking services, or a prospectus or other offering document, the Representative Office must ensure that such material contains in a prominent position, or have attached to it, a statement that clearly:
          (a) describes the foreign jurisdiction and the legislation in that jurisdiction that applies to the financial product;
          (b) states the name of the relevant Financial Services Regulator in that jurisdiction;
          (c) describes the regulatory status accorded to the financial product by that Regulator; and
          (d) includes the following warning:
          "This document relates to a financial product which is not subject to any form of regulation or approval by the Dubai Financial Services Authority ("DFSA").
          The DFSA has no responsibility for reviewing or verifying any prospectus or other documents in connection with this financial product. Accordingly, the DFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document, and has no responsibility for it.
          The financial product to which this document relates may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the financial product .
          If you do not understand the contents of this document you should consult an authorised financial adviser".
          (3) A Representative Office which must not distribute such marketing material if it becomes aware that the Person offering the financial product or financial service to which the material relates is in breach of a regulatory or legal requirement that applies to that Person in relation to that product or service.
          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]
          [Amended] RM161/2015 (Made 9th December 2015). [VER6/02-16]
          [Amended] DFSA RM186/2016 (Made 7th December 2016). [VER9/02-17]

          • REP 4.6.5 Guidance

            See Guidance item 9 in section 1.3 for the type of general information which a Rep Office is permitted to distribute.

            Derived from DFSA RM186/2016 (Made 7th December 2016). [VER9/02-17]

        • REP 4.6.6

          A Representative Office must take reasonable steps to ensure that no Person communicates or otherwise uses the marketing material on behalf of the Representative Office in a manner that amounts to a breach of the requirements in this section.

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

      • Past Performance and Forecasts

        • REP 4.6.7

          A Representative Office must ensure that any marketing material containing information or representations relating to past performance, or any future forecast based on past performance or other assumptions, which is provided to a Person is clear, fair and not misleading and contains a prominent warning that past performance is not necessarily a reliable indicator of future results.

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

    • REP 4.7 REP 4.7 Marketing of Foreign Funds

      • REP 4.7.1

        (1) A Representative Office must not market a Unit of a Foreign Fund unless the Fund meets the criteria either for a Designated Fund under REP Rule 4.7.2 or for a non-Designated Fund under REP Rule 4.7.3.
        (2) In this section "market" has the meaning prescribed to "marketing" under GEN Rule 2.26.1.
        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

      • REP 4.7.2 REP 4.7.2

        A Representative Office may market a Unit of a Foreign Fund where:

        (a) the Fund is a Designated Fund in a Recognised Jurisdiction; and
        (b) if the Fund is a Property Fund, the requirements in REP Rule 4.7.4 are satisfied.
        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

        • REP 4.7.2 Guidance

          In relation to the requirements of Rules REP 4.7.2 and REP 4.7.3, in respect of Recognised Jurisdictions and Designated Funds, the DFSA has issued and published a Recognised Jurisdictions Notice on its website which sets out the list of Recognised Jurisdictions and which also specifies the Designated Funds.

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

      • REP 4.7.3

        (1) A Representative Office may market a Unit of a Foreign Fund where:
        (a) one or more of the following apply:
        (i) the custodian of the Fund meets one of the requirements in (4) and the investment manager of the Fund meets one of the requirements in (5);
        (ii) both the custody and investment management activities of the Fund are performed by a Person who meets the requirements in (6); or
        (iii) the Fund has been rated in accordance with the requirement in (7);
        and
        (b) if the Fund is a Property Fund, the requirements in REP Rule 4.7.4 are satisfied.
        (2) For the purposes of (1)(a), the "custodian" is a Person who is retained by the Fund, the Fund Manager or the Fund's Directors or Partners under a commercial arrangement which is not an employee contract of service to safeguard the Fund's assets.
        (3) For the purposes of (1)(a), the "investment manager" is a Person who is retained by the Fund, the Fund Manager or the Fund's Directors or Partners under a commercial arrangement which is not an employee contract of service to manage the Fund's assets.
        (4) For the purposes of (1)(a)(i), the custodian must be:
        (a) an Eligible Custodian;
        (b) a member of a Group that is subject to consolidated supervision by a Financial Services Regulator in a Recognised Jurisdiction and the activities of the custodian are included within the scope of that supervision;
        (c) appointed under an agreement by a Person who is subject to supervision by a Financial Services Regulator in a Recognised Jurisdiction and the agreement is in accordance with the requirements of that Regulator; or
        (d) a Person as to whom the Representative Office is satisfied has adequate custody and asset safety arrangements in respect of the Foreign Fund after performing due diligence taking into consideration each of the following factors:
        (i) whether the Person providing custody is authorised and supervised by a Financial Services Regulator for the purposes of providing custody;
        (ii) the extent of segregation of assets;
        (iii) independence and management of conflicts of interests;
        (iv) the terms of the safe custody agreement; and
        (v) periodic reporting requirements.
        (5) For the purposes of (1)(a)(i), the investment manager must be a Person who is:
        (a) authorised and supervised by the DFSA or a Financial Services Regulator located in a Recognised Jurisdiction;
        (b) a member of a Group that is subject to consolidated supervision by a Financial Services Regulator in a Recognised Jurisdiction and the activities of the investment manager are included within the scope of the supervision; or
        (c) appointed under an agreement by another Person who is subject to supervision by a Financial Services Regulator in a Recognised Jurisdiction and the agreement is in accordance with the requirements of the Regulator.
        (6) For the purposes of (1)(a)(ii), the Person carrying out both the custody and investment management activities of the Fund must be a Person who is:
        (a) authorised and supervised by the DFSA or a Financial Services Regulator located in a Recognised Jurisdiction in respect of both of its custody and investment management activities;
        (b) a member of a Group that is subject to consolidated supervision by a Financial Services Regulator in a Recognised Jurisdiction and its custody and investment management activities are included within the scope of that supervision; or
        (c) appointed under an agreement by another Person who is subject to supervision by a Financial Services Regulator in a Recognised Jurisdiction and the agreement is in accordance with the requirements of that Regulator.
        (7) The requirement in (1)(a)(iii) in respect of the Foreign Fund is that the Fund has been rated or graded as at least "investment grade" by Moody's, Fitch or Standard & Poor's or such other international rating agency as may be recognised by the DFSA.
        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]
        [Amended] DFSA RM72/2010 (Made 11th July 2010). [VER2/07-10]

      • REP 4.7.4 REP 4.7.4

        (1) A Representative Office must ensure that it does not market a Unit of a Foreign Fund which is a Property Fund unless:
        (a) the Fund is a closed-ended structure; and
        (b) the Fund is listed and traded on an Authorised Market Institution or on an exchange regulated in a Recognised Jurisdiction, unless the Units are to be Offered, issued or sold by means only of Private Placement.
        (2) For the purposes of (1), a "Property Fund" is a Foreign Fund in respect of which 60% or more of the Fund's assets comprise Real Property, Property Related Assets or Units in another Property Fund.
        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

        • REP 4.7.4 Guidance

          A closed ended legal structure is an investment vehicle used by a Fund that does not continuously issue or redeem Units based on the net asset value of the Fund.

          Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

    • REP 4.8 REP 4.8 Record Keeping

      • REP 4.8.1

        A Representative Office must, for a minimum of six years, maintain sufficient records in relation to each activity and function of the Representative Office. These must include, where applicable any marketing material (as defined under REP Rule 4.6.4) issued, distributed or otherwise communicated by, or on behalf of, the Representative Office.

        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]

    • REP 4.9 REP 4.9 [Deleted]

      [Deleted] DFSA RM121/2013 (Made 14th July 2013). [VER5/07-13]

      • REP 4.9.1 REP 4.9.1 [Deleted]

        [Deleted] DFSA RM121/2013 (Made 14th July 2013). [VER5/07-13]

        • [Deleted]

          [Deleted] DFSA RM121/2013 (Made 14th July 2013). [VER5/07-13]

    • REP 4.9 REP 4.9 Communication with the DFSA

      • REP 4.9 Guidance

        GEN sections 6.9 and 6.10 set out Rules about how a Person is to communicate with, and provide information to, the DFSA.

        Derived from DFSA RM68/2009 (Made January 3rd 2010). [VER1/01-10]
        [Amended] DFSA RM121/2013 (Made 14th July 2013). [VER5/07-13]
        [Amended] DFSA RM179/2016 (Made 19 June 2016). [VER8/08-16]

    • REP 4.10 REP 4.10 Restricted Speculative Investments

      • REP 4.10.1

        (1) A Representative Office must not market any Restricted Speculative Investment unless:
        (a) the Restricted Speculative Investment is offered by a related party of the Representative Office; and
        (b) the Representative Office is reasonably satisfied that the related party is subject to substantially similar requirements to the requirements applicable to an Authorised Firm offering Restricted Speculative Investments to a Retail Client in the DIFC.
        (2) In (1), “market” has the same meaning as in GEN Rule 2.26.1(2) and “related party” has the same meaning as in GEN Rule 2.26.1(3).

         

        Derived from DFSA RMI300/2021 (Made 21st April 2021). [VER11/09-21]

      • REP 4.10.2 REP 4.10.2

        A Representative Office must not, offer or provide to a person any incentive that influences, or is reasonably likely to influence, the person to trade in Restricted Speculative Investments.

         

        Derived from DFSA RMI300/2021 (Made 21st April 2021). [VER11/09-21]

        • REP 4.10.2 Guidance

          1. A Representative Office should be able to demonstrate to the DFSA the basis upon which it was reasonably satisfied that Restricted Speculative Investments it markets are subject to substantially similar requirements to those applicable to the offer of Restricted Speculative Investments in the DIFC.
          2. Market in the context of a Representative Office includes making introductions or referrals (see GEN Rule 2.26.1(2)(c)).
          3. While offers, such as lower fees that are not linked to volumes of trade, or access to information services or research tools relating to RSIs, will not generally be viewed as forms of prohibited incentives, a Representative Office would need to be able to demonstrate that these were not offered in a manner that was reasonably likely to influence the client to deal in RSIs.

           

          Derived from DFSA RMI300/2021 (Made 21st April 2021). [VER11/09-21]