Entire Section

  • GEN 11 GEN 11 Supervision

    • GEN 11.1 GEN 11.1 Information gathering and DFSA access to information

      • GEN 11.1.2

        An Authorised Person must where reasonable:

        (a) give or procure the giving of specified information, documents, files, tapes, computer data or other material in the Authorised Person's possession or control to the DFSA;
        (b) make its Employees readily available for meetings with the DFSA;
        (c) give the DFSA access to any information, documents, records, files, tapes, computer data or systems, which are within the Authorised Person's possession or control and provide any facilities to the DFSA;
        (d) permit the DFSA to copy documents or other material on the premises of the Authorised Person at the Authorised Person's expense;
        (e) provide any copies as requested by the DFSA; and
        (f) answer truthfully, fully and promptly, all questions which are put to it by the DFSA.

      • GEN 11.1.4

        An Authorised Person must take reasonable steps to ascertain if there is any secrecy or data protection legislation that would restrict access by the Authorised Person or the DFSA to any data required to be recorded under the DFSA's Rules. Where such legislation exists, the Authorised Person must keep copies of relevant documents or material in a jurisdiction which does allow access in accordance with legislation applicable in the DIFC.

      • Lead regulation

        • GEN 11.1.5

          (1) If requested by the DFSA, an Authorised Person must provide the DFSA with information that the Authorised Person or its auditor has provided to a Financial Services Regulator.
          (2) If requested by the DFSA, an Authorised Person must take reasonable steps to provide the DFSA with information that other members of the Authorised Person's Group have provided to a Financial Services Regulator.

    • GEN 11.2 GEN 11.2 Waivers

      • GEN 11.2.4

        The application must contain:

        (a) the name and Licence number of the Authorised Person;
        (b) the Rule to which the application relates;
        (c) a clear explanation of the waiver that is being applied for and the reason why the Authorised Person is requesting the waiver;
        (d) details of any other requirements; for example, if there is a specific period for which the waiver is required;
        (e) the reason, if any, why the waiver should not be published or why it should be published without disclosing the identity of the Authorised Person; and
        (f) all relevant facts to support the application.

      • GEN 11.2.5

        An Authorised Person must immediately notify the DFSA if it becomes aware of any material change in circumstances which may affect the application for a waiver.

    • GEN 11.3 GEN 11.3 Application to change the scope of a Licence

      • GEN 11.3.1

        This section applies to an Authorised Firm applying to change the scope of its Licence or, where a condition or restriction has previously been imposed, to have the condition or restriction varied or withdrawn.

      • GEN 11.3.2

        The provisions relating to permitted legal forms, fitness and propriety, adequate resources, compliance arrangements, enquiries and the provision of additional information set out in section 7.2 also apply to an Authorised Firm making an application under this chapter, and are to be construed accordingly.

      • GEN 11.3.3

        An Authorised Firm applying to change the scope of its Licence, or to have a condition or restriction varied or withdrawn, must provide the DFSA, with written details of the proposed changes.

    • GEN 11.4 GEN 11.4 Withdrawal of a Licence at an Authorised Firm's request

      • GEN 11.4.1 GEN 11.4.1

        An Authorised Firm other than a Representative Office seeking to have its Licence withdrawn must submit a request in writing stating:

        (a) the reasons for the request;
        (b) that it has ceased or will cease to carry on Financial Services in or from the DIFC;
        (c) the date on which it ceased or will cease to carry on Financial Services in or from the DIFC;
        (d) that it has discharged, or will discharge, all obligations owed to its customers in respect of whom the Authorised Firm has carried on, or will cease to carry on, Financial Services in or from the DIFC; and
        (e) if it is providing Trust Services, that it has made appropriate arrangements for the transfer of business to a new Trust Service Provider and the appointment, where necessary, of new trustees.
        Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
        [Amended] DFSA RM155/2015 (Made 9th December 2015) [VER35/02-16]

        • GEN 11.4.1 Guidance

          When considering a withdrawal of a Licence, the DFSA takes into account a number of matters including those outlined in the RPP Sourcebook.

    • GEN 11.5 GEN 11.5 Changes to an authorised individual status

      • GEN 11.5.1

        An application to extend the scope of an Authorised Individual status to other Licensed Functions may be made by the Authorised Individual and Authorised Firm by the completion and submission of the appropriate form in AFN.

      • GEN 11.5.2

        An Authorised Firm or Authorised Individual requesting:

        (a) the imposition, variation or withdrawal of a condition or restriction;
        (b) withdrawal of Authorised Individual status; or
        (c) withdrawal of authorisation in relation to one or more Licensed Functions;
        must, subject to Rule 11.5.3, for (a) submit such request in writing to the DFSA, and for (b) and (c) submit a request by completing the appropriate form in AFN.

      • GEN 11.5.3 GEN 11.5.3

        A request for the variation or withdrawal of a condition or restriction may only be made after the expiry of any period within which a reference to the FMT relating to the relevant condition or restriction may commence under Article 29.

        Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
        [Amended] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

        • GEN 11.5.3 Guidance

          In considering the suitability of such an application or request the DFSA may take into account any matter referred to in RPP with respect to fitness and propriety for Authorised Individuals.

          [Amended] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

    • GEN 11.6 GEN 11.6 Temporary cover

      • GEN 11.6.1

        (1) An Authorised Firm may, subject to (2), appoint an individual, who is not an Authorised Individual, to carry out the functions of an Authorised Individual where the following conditions are met:
        (a) the absence of the Authorised Individual is temporary or reasonably unforeseen;
        (b) the functions are carried out for 12 weeks maximum in any consecutive 12 months; and
        (c) the Authorised Firm has assessed that the individual has the relevant skills and experience to carry out these functions.
        (2) An Authorised Firm may not appoint under (1) an individual to carry out the Licensed Functions of a Licensed Director or Licensed Partner.
        (3) The Authorised Firm must take reasonable steps to ensure that the individual complies with all the Rules applicable to Authorised Individuals.
        (4) Where an individual is appointed under this Rule, the Authorised Firm must notify the DFSA in writing of the name and contact details of the individual appointed.

      • GEN 11.6.2

        Where an individual is appointed under this section, the DFSA may exercise any powers it would otherwise be entitled to exercise as if the individual held Authorised Individual status.

    • GEN 11.7 GEN 11.7 Dismissal or resignation of an Authorised Individual

      • GEN 11.7.1

        An Authorised Firm must request the withdrawal of an Authorised Individual status within seven days of the Authorised Individual ceasing to be employed by the Authorised Firm to perform a Licensed Function.

      • GEN 11.7.2

        In requesting the withdrawal of an Authorised Individual status, the Authorised Firm must submit the appropriate form in AFN, including details of any circumstances where the Authorised Firm may consider that the individual is no longer fit and proper.

      • GEN 11.7.3

        If an Authorised Individual is dismissed or requested to resign, a statement of the reason, or reasons, for the dismissal or resignation must be given to the DFSA by the Authorised Firm.

      • GEN 11.7.4

        If the Authorised Individual was acting as a trustee, the Trust Service Provider must confirm to the DFSA in writing that a new trustee has been appointed in place of the trustee in question.

    • GEN 11.8 GEN 11.8 Changes relating to control

      • GEN 11.8.1 GEN 11.8.1

        (1) This section applies, subject to (2) and (3), to:
        (a) an Authorised Firm; or
        (b) a Person who is, or is proposing to become, a Controller specified in GEN Rule 11.8.3.
        (2) This chapter does not apply to a Representative Office or a Person who is a Controller of such a firm.
        (3) A Credit Rating Agency must comply with the requirements in this section as if it were a non-DIFC established company.
        Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
        [Amended] DFSA RM96/2012 (Made 24th July 2012) [VER30/07-12]
        [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

        • GEN 11.8.1 Guidance

          The requirements in respect of notification of changes relating to control of Branches (i.e. Non-DIFC established companies) are set out in GEN Rule 11.8.10. Although some Credit Rating Agencies may be companies established in the DIFC, such companies will only be subject to the notification requirements relating to their Controllers. Accordingly, regardless of whether a Credit Rating Agency is a company established in the DIFC or a Branch operation, it is subject to the notification requirements only and not to the requirement for prior approval by the DFSA of changes relating to its Controllers.

          [Added] DFSA RM96/2012 (Made 24th July 2012) [VER30/07-12]

      • Definition of a Controller

        • GEN 11.8.2 GEN 11.8.2

          (1) A Controller is a Person who, either alone or with any Associate:
          (a) holds 10% or more of the shares in either the Authorised Firm or a Holding Company of that firm;
          (b) is entitled to exercise, or controls the exercise of, 10% or more of the voting rights in either the Authorised Firm or a Holding Company of that firm; or
          (c) is able to exercise significant influence over the management of the Authorised Firm as a result of holding shares or being able to exercise voting rights in the Authorised Firm or a Holding Company of that firm or having a current exercisable right to acquire such shares or voting rights.
          (2) A reference in this chapter to the term:
          (a) "share" means:
          (i) in the case of an Authorised Firm, or a Holding Company of an Authorised Firm, which has a share capital, its allotted shares;
          (ii) in the case of an Authorised Firm, or a Holding Company of an Authorised Firm, with capital but no share capital, rights to a share in its capital; and
          (iii) in the case of an Authorised Firm, or a Holding Company of an Authorised Firm, without capital, any interest conferring a right to share in its profits or losses or any obligation to contribute to a share of its debt or expenses in the event of its winding up; and
          (b) "a holding" means, in respect of a Person, shares, voting rights or a right to acquire shares or voting rights in an Authorised Firm or a Holding Company of that firm held by that Person either alone or with any Associate.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

          • GEN 11.8.2 Guidance

            1. For the purposes of these Rules, the relevant definition of a Holding Company is found in the DIFC Companies Law. That definition describes when one body corporate is considered to be a holding company or a subsidiary of another body corporate and extends that concept to the ultimate holding company of the body corporate.
            2. Pursuant to Rule 11.8.2(1)(c), a Person becomes a Controller if that Person can exert significant management influence over an Authorised Firm. The ability to exert significant management influence can arise even where a Person, alone or with his Associates, controls less than 10% of the shares or voting rights of the Authorised Firm or a Holding Company of that firm. Similarly, a Person may be able to exert significant management influence where such Person does not hold shares or voting rights but has current exercisable rights to acquire shares or voting rights, such as under Options.
            Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
            [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

      • Disregarded holdings

        • GEN 11.8.3

          For the purposes of determining whether a Person is a Controller, any shares, voting rights or rights to acquire shares or voting rights that a Person holds, either alone or with any Associate, in an Authorised Firm or a Holding Company of that firm are disregarded if:

          (a) they are shares held for the sole purpose of clearing and settling within a short settlement cycle;
          (b) they are shares held in a custodial or nominee capacity and the voting rights attached to the shares are exercised only in accordance with written instructions given to that Person by another Person; or
          (c) the Person is an Authorised Firm or a Regulated Financial Institution and it:
          (i) acquires the shares as a result of an underwriting of a share issue or a placement of shares on a firm commitment basis;
          (ii) does not exercise the voting rights attaching to the shares or otherwise intervene in the management of the issuer; and
          (iii) retains the shares for a period less than one year.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

      • Requirement for prior approval of Controllers of Domestic Firms

        • GEN 11.8.4 GEN 11.8.4

          (1) In the case of an Authorised Firm which is a Domestic Firm, a Person must not:
          (a) become a Controller; or
          (b) increase the level of control which that Person has in the firm beyond a threshold specified in (2),
          unless that Person has obtained the prior written approval of the DFSA to do so.
          (2) For the purposes of (1)(b), the thresholds at which the prior written approval of the DFSA is required are when the relevant holding is increased:
          (a) from below 30% to 30% or more; or
          (b) from below 50% to 50% or more.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

          • GEN 11.8.4 Guidance

            See Rules 11.8.2 and 11.8.3 for the circumstances in which a Person becomes a Controller of an Authorised Person.

            [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

      • Approval process

        • GEN 11.8.5 GEN 11.8.5

          (1) A Person who is required to obtain the prior written approval of the DFSA pursuant to Rule 11.8.4(1) must make an application to the DFSA using the appropriate form in AFN.
          (2) Where the DFSA receives an application under (1), it may:
          (a) approve the proposed acquisition or increase in the level of control;
          (b) approve the proposed acquisition or increase in the level of control subject to such conditions as it considers appropriate; or
          (c) object to the proposed acquisition or increase in the level of control.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

          • GEN 11.8.5 Guidance

            1. A Person intending to acquire or increase control in an Authorised Firm should submit an application for approval in the appropriate form in AFN sufficiently in advance of the proposed acquisition to be able to obtain the DFSA approval in time for the proposed acquisition. Sections 3-2-343-2-37 of the RPP Sourcebook set out the matters which the DFSA will take into consideration when exercising its powers under Rule 11.8.5 to approve, object to or impose conditions of approval relating to a proposed Controller or a proposed increase in the level of control of an existing Controller.
            2. The DFSA will exercise its powers relating to Controllers in a manner proportionate to the nature, scale and complexity of an Authorised Firm's business, and the impact a proposed change in control would have on that firm and its Clients. For example, the DFSA would generally be less likely to impose conditions requiring a proposed acquirer of control of an Authorised Firm whose financial failure would have a limited systemic impact or impact on its Clients to provide prudential support to the firm by contributing more capital. Most advisory and arranging firms will fall into this class.
            [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

        • GEN 11.8.6 GEN 11.8.6

          (1) Where the DFSA proposes to approve a proposed acquisition or an increase in the level of control in an Authorised Firm pursuant to Rule 11.8.5(2)(a), it must:
          (a) do so as soon as practicable and in any event within 90 days of the receipt of a duly completed application, unless a different period is considered appropriate by the DFSA and notified to the applicant in writing; and
          (b) issue to the applicant, and where appropriate to the Authorised Firm, an approval notice as soon as practicable after making that decision.
          (2) An approval, including a conditional approval granted by the DFSA pursuant to Rule 11.8.5(2)(a) or (b), is valid for a period of one year from the date of the approval, unless an extension is granted by the DFSA in writing.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

          • GEN 11.8.6 Guidance

            1. If the application for approval lodged with the DFSA does not contain all the required information, then the 90 day period runs from the date on which all the relevant information has been provided to the DFSA.
            2. If a Person who has obtained the prior DFSA approval for an acquisition or an increase in the control of an Authorised Firm is unable to effect the acquisition before the end of the period referred to in Rule 11.8.6(2), it will need to obtain fresh approval from the DFSA.
            [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

      • Objection or conditional approval process

        • GEN 11.8.7 GEN 11.8.7

          (1) Where the DFSA proposes to exercise its objection or conditional approval power pursuant to Rule 11.8.5(2)(b) or (c) in respect of a proposed acquisition of, or an increase in the level of control in, an Authorised Firm, it must, as soon as practicable and in any event within 90 days of the receipt of the duly completed application form, provide to the applicant:
          (a) a written notice stating:
          (i) the DFSA's reasons for objecting to that Person as a Controller or to the Person's proposed increase in control; and
          (ii) any proposed conditions subject to which that Person may be approved by the DFSA; and
          (b) an opportunity to make representations within 14 days of the receipt of such notice or such other longer period as agreed to by the DFSA.
          (2) The DFSA must, as soon as practicable after receiving representations or, if no representations are received, after the expiry of the period for making representations referred to in (1)(b), issue a final notice stating that:
          (a) the proposed objections and any conditions are withdrawn and the Person is an approved Controller;
          (b) the Person is approved as a Controller subject to conditions specified in the notice; or
          (c) the Person is not approved and therefore is an unacceptable Controller with respect to that Person becoming a Controller of, or increasing the level of control in, the Authorised Firm.
          (3) If the DFSA decides to exercise its power under this Rule not to approve a Person as a Controller or to impose conditions on an approval, the Person may refer the matter to the FMT for review.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]
          [Amended] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

          • GEN 11.8.7 Guidance [Deleted]

            [Deleted] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

        • GEN 11.8.8 GEN 11.8.8

          (1) A Person who has been approved by the DFSA as a Controller of an Authorised Firm subject to any conditions must comply with the relevant conditions of approval.
          (2) A Person who has been notified by the DFSA pursuant to Rule 11.8.7(2)(c) as an unacceptable Controller must not proceed with the proposed acquisition of control of the Authorised Firm.
          [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

          • GEN 11.8.8 Guidance

            A Person who acquires control of or increases the level of control in an Authorised Firm without the prior DFSA approval or breaches a condition of approval is in breach of the Rules. See Rule 11.8.13 for the actions that the DFSA may take in such circumstances.

            [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

      • Notification for decrease in the level of control of Domestic Firms

        • GEN 11.8.9

          A Controller of an Authorised Firm which is a Domestic Firm must submit, using the appropriate form in AFN, a written notification to the DFSA where that Person:

          (a) proposes to cease being a Controller; or
          (b) proposes to decrease that Person's holding from more than 50% to 50% or less.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

      • Requirement for notification of changes relating to control of Branches

        • GEN 11.8.10 GEN 11.8.10

          (1) In the case of an Authorised Firm which is a Branch, a written notification to the DFSA must be submitted by a Controller or a Person proposing to become a Controller of that Authorised Firm in accordance with (3) in respect of any one of the events specified in (2).
          (2) For the purposes of (1), a notification to the DFSA is required when:
          (a) a Person becomes a Controller;
          (b) an existing Controller proposes to cease being a Controller; or
          (c) an existing Controller's holding is:
          (i) increased from below 30% to 30% or more;
          (ii) increased from below 50% to 50% or more; or
          (iii) decreased from more than 50% to 50% or less.
          (3) The notification required under (1) must be made by a Controller or Person proposing to become a Controller of a Branch using the appropriate form in AFN as soon as possible, and in any event, before making the relevant acquisition or disposal.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

          • [Deleted]

            [Deleted] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

      • Obligations of Authorised Firms relating to its Controllers

        • GEN 11.8.11 GEN 11.8.11

          (1) An Authorised Firm must have adequate systems and controls to monitor:
          (a) any change or proposed change of its Controllers; and
          (b) any significant changes in the conduct or circumstances of existing Controllers which might reasonably be considered to impact on the fitness and propriety of the Authorised Firm or its ability to conduct business soundly and prudently.
          (2) An Authorised Firm must, subject to (3), notify the DFSA in writing of any event specified in (1) as soon as possible after becoming aware of that event.
          (3) An Authorised Firm need not comply with the requirement in (2) if it is satisfied on reasonable grounds that a proposed or existing Controller has either al obtained the prior approval of the DFSA or notified the event to the DFSA as applicable.
          [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

          • GEN 11.8.11 Guidance

            Steps which an Authorised Firm may take in order to monitor changes relating to Controllers include the monitoring of any relevant regulatory disclosures, press reports, public announcements, share registers and entitlements to vote, or the control of voting rights, at general meetings.

            [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

        • GEN 11.8.12 GEN 11.8.12

          (1) An Authorised Firm must submit to the DFSA an annual report on its Controllers within four months of its financial year end.
          (2) The Authorised Firm's annual report on its Controllers must include:
          (a) the name of each Controller; and
          (b) the current holding of each Controller, expressed as a percentage.
          [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

          • GEN 11.8.12 Guidance

            1. An Authorised Firm may satisfy the requirements of Rule 11.8.12 by submitting a corporate structure diagram containing the relevant information.
            2. An Authorised Firm must take account of the holdings which the Controller, either alone or with any Associate, has in the Authorised Firm or any Holding Company of the firm (see the definition of a Controller in Rule 11.8.2).
            [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]

      • Other Powers relating to Controllers

        • GEN 11.8.13 GEN 11.8.13

          (1) Without limiting the generality of its other powers, the DFSA may, subject only to (2), object to a Person as a Controller of an Authorised Firm where such a Person:
          (a) has acquired or increased the level of control that Person has in an Authorised Firm without the prior written approval of the DFSA as required under Rule 11.8.4;
          (b) has breached the requirement in Rule 11.8.8 to comply with the conditions of approval applicable to that Person; or
          (c) is no longer acceptable to the DFSA as a Controller.
          (2) Where the DFSA proposes to object to a Person as a Controller of an Authorised Firm under (1), the DFSA must provide such a Person with:
          (a) a written notice stating:
          (i) the DFSA's reasons for objecting to that Person as a Controller; and
          (ii) any proposed conditions subject to which that Person may be approved by the DFSA; and
          (b) an opportunity to make representations within 14 days of the receipt of such objections notice or such other longer period as agreed to by the DFSA.
          (3) The DFSA must, as soon as practicable after receiving representations, or if no representations are made, after the expiry of the period for making representations referred to in (2)(b), issue a final notice stating that:
          (a) the proposed objections and any conditions are withdrawn and the Person is an approved Controller;
          (b) the Person is approved as a Controller subject to conditions specified in the notice; or
          (c) the Person is an unacceptable Controller and accordingly, must dispose of that Person's holdings.
          (4) Where the DFSA has issued a final notice imposing any conditions subject to which a Person is approved as a Controller, that Person must comply with those conditions.
          (5) Where the DFSA has issued a final notice declaring a Person to be an unacceptable Controller, that Person must dispose of the relevant holdings within such period as specified in the final notice.
          (6) The DFSA must also notify the Authorised Firm of any decision it has made pursuant to (3).
          (7) If the DFSA decides to exercise its power under this Rule to object to a Person as a Controller, to impose conditions on an approval or to require a Person to dispose of their holdings, the Person may refer the matter to the FMT for review.
          [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]
          [Amended] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

          • GEN 11.8.13 Guidance

            Sections 3.2.34 and 3.2.37 of the RPP Sourcebook set out the matters which the DFSA takes into consideration when exercising its powers under Rule 11.8.13.

            [Added] DFSA RM105/2012 (Made 23rd December 2012). [VER32/12-12]
            [Amended] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

    • GEN 11.10 GEN 11.10 Notifications

      • GEN 11.10.1 GEN 11.10.1

        (1) This section applies to every Authorised Person, unless otherwise provided, with respect to the carrying on of Financial Services and any other activities whether or not financial.
        (2) This section does not apply to a Representative Office.

        • GEN 11.10.1 Guidance

          1. This chapter sets out Rules on specific events, changes or circumstances that require notification to the DFSA and outlines the process and requirements for notifications.
          2. The list of notifications outlined in this chapter is not exhaustive. Other areas of the Rulebook may also detail additional notification requirements.
          3. An Authorised Person and its auditor are also required under Article 67 to disclose to the DFSA any matter which may indicate a breach or likely breach of, or a failure or likely failure to comply with, laws or Rules. An Authorised Person is also required to establish and implement systems and procedures to enable its compliance and compliance by its auditor with notification requirements.

      • Core information

        • GEN 11.10.2

          An Authorised Person must provide the DFSA with reasonable advance notice of a change in:

          (a) the Authorised Person's name;
          (b) any business or trading name under which the Authorised Person carries on a Financial Service in or from the DIFC;
          (c) the address of the Authorised Person's principal place of business in the DIFC;
          (d) in the case of a Branch, its registered office or head office address;
          (e) its legal structure; or
          (f) an Authorised Individual's name or any material matters relating to his fitness and propriety.

        • GEN 11.10.3

          A Domestic Firm must provide the DFSA with reasonable advance notice of the establishment or closure of a branch office anywhere in the world from which it carries on financial services.

        • GEN 11.10.4

          When giving notice under Rule 11.10.3 in relation to the establishment of a branch, a Domestic Firm must at the same time submit to the DFSA a detailed business plan in relation to the activities of the proposed branch.

        • GEN 11.10.5

          (1) The DFSA may object to the establishment by a Domestic Firm of a branch office elsewhere in the world.
          (2) If the DFSA objects to the firm establishing a branch anywhere in the world the firm may not proceed with establishment of such a branch.
          (3) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSA under (1).
          (4) If the DFSA decides to exercise its power under (1), the Domestic Firm may refer the matter to the FMT for review.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

        • GEN 11.10.6 [Deleted]

          [Deleted] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

      • Regulatory impact

        • GEN 11.10.7

          An Authorised Person must advise the DFSA immediately if it becomes aware, or has reasonable grounds to believe, that any of the following matters may have occurred or may be about to occur:

          (a) the Authorised Person's failure to satisfy the fit and proper requirements;
          (b) any matter which could have a significant adverse effect on the Authorised Person's reputation;
          (c) any matter in relation to the Authorised Person which could result in serious adverse financial consequences to the financial system or to other firms;
          (d) a significant breach of a Rule by the Authorised Person or any of its Employees;
          (e) a breach by the Authorised Person or any of its Employees of any requirement imposed by any applicable law in respect of the Authorised Person or any of its Employees;
          (f) subject to Rule 11.10.8, any proposed restructuring, merger, acquisition, reorganisation or business expansion which could have a significant impact on the Authorised Person's risk profile or resources;
          (g) any significant failure in the Authorised Person's systems or controls, including a failure reported to the Authorised Person by the firm's auditor;
          (h) any action that would result in a material change in the capital adequacy or solvency of the Authorised Firm; or
          (i) non-compliance with Rules due to an emergency outside the Authorised Person's control and the steps being taken by the Authorised Person.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RMI288/2020 (Made 16th December 2020). [VER50/02-21]

      • Major acquisitions

        • GEN 11.10.8 GEN 11.10.8

          (1) Subject to (2), an Authorised Firm which makes or proposes to make a Major Acquisition as defined in (3) must:
          (a) if it is a Domestic Firm, comply with the requirements in Rule 11.10.9; and
          (b) if it is not a Domestic Firm, comply with the requirements in Rule 11.10.10.
          (2) The requirement in (1) does not apply to an Authorised Firm which is a Credit Rating Agency or a firm in Category 3 (as defined in PIB Rules 1.3.3 to 1.3.5) or Category 4 (as defined in PIB Rule 1.3.6).
          (3) Subject to (4), an Authorised Firm makes a Major Acquisition if it makes or proposes to directly or indirectly acquire a shareholding in a Body Corporate where that acquisition:
          (a) is of a value (whether by one acquisition or a series of acquisitions) of 10% or more of:
          (i) the Authorised Firm's Capital Resources, if it is a Domestic Firm which is a Category 1 Authorised Firm (as defined in PIB Rule 1.3.1), Category 2 Authorised Firm (as defined in PIB Rule 1.3.2) or Category 5 Authorised Firm (as defined in PIB Rule 1.3.7); or
          (ii) the Authorised Firm's Adjusted Capital Resources, if it is a Domestic Firm conducting Insurance Business; or
          (iii) the capital resources of the Authorised Firm calculated in accordance with the requirements of the Financial Services Regulator in its home jurisdiction, if it is not a Domestic Firm; or
          (b) even if it does not exceed the 10% threshold referred to in (a), it is reasonably likely to have a significant regulatory impact on the Authorised Firm's activities.
          (4) An acquisition is not a Major Acquisition for the purposes of (3) if it is an investment made by an Authorised Firm:
          (a) in accordance with the terms of a contract entered into by the Authorised Firm as an incidental part of its ordinary business; or
          (b) as a routine transaction for managing the Authorised Firm's own investment portfolio and therefore can reasonably be regarded as made for a purpose other than acquiring management or control of a Body Corporate either directly or indirectly.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM96/2012 (Made 24th July 2012) [VER30/07-12]
          [Amended] DFSA RM166/2016 (Made 10th February 2016). [VER36/04-16]

          • GEN 11.10.8 Guidance

            1. Examples of the kind of investments referred to in Rule 11.10.8(3)(b) include an acquisition of a stake in a small specialised trading firm that engages in high risk trades or other activities that could pose a reputational risk to the Authorised Firm.
            2. The onus is on an Authorised Firm proposing to make an acquisition to consider whether it qualifies as a Major Acquisition under Rule 11.10.8(3)(b). Generally, in the case of an Authorised Firm that is not a Domestic Firm (i.e. a Branch operation in the DIFC), the significant regulatory impact referred to in Rule 11.10.8 (3)(b) should be prudential risk to the Authorised Firm as a whole. If an Authorised Firm is uncertain about whether or not a proposed acquisition qualifies as a Major Acquisition under Rule 11.10.8 (3)(b), the Authorised Firm may seek guidance from the DFSA.
            3. Examples of contractual arrangements of the kind referred to in Rule 11.10.8(4)(a) include enforcement of a security interest in the securities of the investee Body Corporate or a loan workout pursuant to a loan agreement entered into between a bank and its client.
            4. Examples of the kind of investments referred to in Rule 11.10.8(4)(b) include temporary investments, such as investments included in the Authorised Firm's trading book or which are intended to be disposed of within a short term (e.g. within 12 months).

        • GEN 11.10.9 GEN 11.10.9

          (1) An Authorised Firm which is a Domestic Firm must:
          (a) before making a Major Acquisition:
          (i) notify the DFSA in writing of the proposed Major Acquisition at least 45 days prior to the proposed date for effecting the Major Acquisition; and
          (ii) give to the DFSA all the relevant information relating to that Major Acquisition to enable the DFSA to assess the impact of the proposed Major Acquisition on the Authorised Firm; and
          (b) not effect the proposed Major Acquisition unless:
          (i) the Authorised Firm has either received written advice from the DFSA that it has no objection to that Major Acquisition or has not received any written objection or request for additional information from the DFSA within 45 days after the date of the notification; and
          (ii) if the DFSA has imposed any conditions relating to the proposed Major Acquisition, it has complied with, and has the on-going ability to comply with, the relevant conditions.
          (2) The DFSA may only object to a proposed Major Acquisition if it is of the view that the proposed Major Acquisition is reasonably likely to have a material adverse impact on the Authorised Firm's ability to comply with its applicable regulatory requirements or on the financial services industry in the DIFC as a whole. The DFSA may also impose any conditions it considers appropriate to address any concerns it may have in relation to the proposed Major Acquisition.
          (3) Without limiting the generality of its powers, the factors that the DFSA may take into account for the purposes of (2) include:
          (a) the financial and other resources available to the Authorised Firm to carry out the proposed Major Acquisition;
          (b) the possible impact of the proposed Major Acquisition upon the Authorised Firm's resources, including its capital, both at the time of the acquisition and on an on-going basis;
          (c) the managerial capacity of the Authorised Firm to ensure that the activities of the investee Body Corporate are conducted in a prudent and reputable manner;
          (d) the place of incorporation or domicile of the investee Body Corporate and whether or not the laws applicable to that entity are consistent with the laws applicable to the Authorised Firm. In particular, whether there are any secrecy constraints that are likely to create difficulties in relation to the DFSA requirements including those relating to consolidated supervision by the DFSA where applicable; and
          (e) any other undue risks to the Authorised Firm or the financial services industry in the DIFC as a whole arising from the proposed Major Acquisition.

          • GEN 11.10.9 Guidance

            Factors which the DFSA may take into account in assessing whether there are any undue risks arising from the proposed Major Acquisition include the size and nature of the business of the investee Body Corporate, its reputation and standing, its present and proposed management structure and the quality of management, the reporting lines and other monitoring and control mechanisms available to the Authorised Firm and the past records of the Authorised Firm relating to acquisitions of a similar nature.

        • GEN 11.10.10

          (1) An Authorised Firm which is not a Domestic Firm must:
          (a) notify the DFSA in writing of any Major Acquisition in accordance with the notification requirement applying to the Authorised Firm under the requirements of the Financial Services Regulator in its home jurisdiction (the home regulator); and
          (b) if there is no notification requirement applying to the Authorised Firm under (a), comply with the requirements in Rule 11.10.9 as if it were a Domestic Firm. The DFSA must follow the same procedures, and shall have the same powers, as set out in Rule 11.10.9 in relation to such a notification.
          (2) An Authorised Firm which gives to the DFSA a notification under (1)(a) must:
          (a) notify the DFSA of the Major Acquisition at the same time as it notifies the home regulator;
          (b) provide to the DFSA the same information as it is required to provide to the home regulator; and
          (c) provide to the DFSA copies of any communications it receives from the home regulator relating to the notification it has provided to the home regulator as soon as practicable upon receipt.

        • GEN 11.10.11 GEN 11.10.11

          (1) The DFSA may, for the purposes of the requirements in this section, require from an Authorised Firm any additional information relating to the Major Acquisition as it may consider appropriate. An Authorised Firm must provide any such additional information to the DFSA promptly.
          (2) The DFSA may, where it considers appropriate, withdraw its no objection position or modify or vary any condition it has imposed or any remedial action it has required under the Rules in this section.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

          • GEN 11.10.11 Guidance

            The DFSA will generally not withdraw a no objection position it has conveyed to an Authorised Firm, except in very limited circumstances. An example of such a situation is where the Authorised Firm is found to have provided to the DFSA inaccurate or incomplete information and that commission or omission has a material impact on the DFSA's no objection decision.

        • GEN 11.10.12

          (1) The procedures in Schedule 3 to the Regulatory Law apply to a decision of the DFSA under Rules 11.10.9, 11.10.10 and 11.10.11 to object to an acquisition or to impose or vary conditions.
          (2) If the DFSA decides to exercise its power under Rule 11.10.9, 11.10.10 and 11.10.11 to object to an acquisition or to impose or vary conditions, the Authorised Firm may refer the matter to the FMT for review.
          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RM131/2014 (Made 21st August 2014). [VER34/06-14]

      • Suspected Market Abuse

        • GEN 11.10.12A

          (1) An Authorised Firm must notify the DFSA immediately if it:
          (a) receives an order from a Client, or arranges or executes a transaction with or for a Client; and
          (b) has reasonable grounds to suspect that the order or transaction may constitute Market Abuse.
          (2) The notification under (1) must specify:
          (a) sufficient details of the order or transaction; and
          (b) the reasons for the Authorised Firm suspecting that the order or transaction may constitute Market Abuse.
          (3) An Authorised Firm must not inform the Client, or any other Person involved in the order or transaction, of a notification under this Rule.
          Derived DFSA RM184/2016 (Made 7th December 2016). [VER38/02-17]

          • GEN 11.10.12A Guidance

            1. Under GEN Rule 5.3.20, an Authorised Firm must establish and maintain systems and controls that ensure that it and its employees do not engage in market abuse or facilitate others to engage in market abuse, whether in the DIFC or elsewhere. GEN Rule 11.10.12A requires the firm to notify the DFSA if it reasonably suspects that a client's order or transaction may constitute Market Abuse under Part 6 of the Markets Law.
            2. In some cases, a suspicion of Market Abuse may arise when an order is received. In other cases, it may not be apparent until a transaction is executed or when viewed in the context of later information, behaviour or transactions. When a firm submits a notification, it should be able to explain to the DFSA its reasons for suspecting that the order or transaction may constitute Market Abuse.
            3. The details of the order or transaction provided with the notification should include the date and time of the order or transaction, the relevant Investment, the client and other parties involved, the nature of the order (e.g. limit order or market order), the nature of the transaction (e.g. on-exchange or OTC) and if the client was acting on its own account or for a third party.
            4. If a firm reasonably suspects that a client's order or transaction may constitute market abuse under the laws in another jurisdiction, it will also need to consider if it needs to notify the regulator in that other jurisdiction (under any corresponding obligation to notify).
            5. If an Authorised Firm becomes aware that the firm itself, or an employee of the firm, (rather than a client) has engaged in conduct that may constitute market abuse in the DIFC or elsewhere, it has a separate obligation to notify the DFSA under Article 67 of the Regulatory Law and GEN Rule 11.10.7.
            Derived DFSA RM184/2016 (Made 7th December 2016). [VER38/02-17]

      • Fraud and errors

        • GEN 11.10.13

          An Authorised Person must notify the DFSA immediately if one of the following events arises in relation to its activities in or from the DIFC:

          (a) it becomes aware that an Employee may have committed a fraud against one of its customers;
          (b) a serious fraud has been committed against it;
          (c) it has reason to believe that a Person is acting with intent to commit a serious fraud against it;
          (d) it identifies significant irregularities in its accounting or other records, whether or not there is evidence of fraud; or
          (e) it suspects that one of its Employees who is connected with the Authorised Person's Financial Services may be guilty of serious misconduct concerning his honesty or integrity.

      • Other regulators

        • GEN 11.10.14 GEN 11.10.14

          An Authorised Person must advise the DFSA immediately of:

          (a) the granting or refusal of any application for or revocation of authorisation to carry on financial services in any jurisdiction outside the DIFC;
          (b) the granting, withdrawal or refusal of an application for, or revocation of, membership of the Authorised Person of any regulated exchange or clearing house;
          (c) the Authorised Person becoming aware that a Financial Services Regulator has started an investigation into the affairs of the Authorised Person;
          (d) the appointment of inspectors, howsoever named, by a Financial Services Regulator to investigate the affairs of the Authorised Person; or
          (e) the imposition of disciplinary measures or disciplinary sanctions on the Authorised Person in relation to its financial services by any Financial Services Regulator or any regulated exchange or clearing house.

          • GEN 11.10.14 Guidance

            The notification requirement in Rule 11.10.14(c) extends to investigations relating to any employee or agent of an Authorised Person or a member of its Group, provided the conduct investigated relates to or impacts on the affairs of the Authorised Person.

      • Action against an Authorised Person

        • GEN 11.10.15

          An Authorised Person must notify the DFSA immediately if:

          (a) civil proceedings are brought against the Authorised Person and the amount of the claim is significant in relation to the Authorised Person's financial resources or its reputation; or
          (b) the Authorised Person is prosecuted for, or convicted of, any offence involving fraud or dishonesty, or any penalties are imposed on it for tax evasion.

      • Winding up, bankruptcy and insolvency

        • GEN 11.10.16

          An Authorised Person must notify the DFSA immediately on:

          (a) the calling of a meeting to consider a resolution for winding up the Authorised Person;
          (b) an application to dissolve the Authorised Person or to strike it from the register maintained by the DIFC Registrar of Companies, or a comparable register in another jurisdiction;
          (c) the presentation of a petition for the winding up of the Authorised Person;
          (d) the making of, or any proposals for the making of, a composition or arrangement with creditors of the Authorised Person; or
          (e) the application of any person against the Authorised Person for the commencement of any insolvency proceedings, appointment of any receiver, administrator or provisional liquidator under the law of any country.

      • Accuracy of information

        • GEN 11.10.17

          An Authorised Person must take reasonable steps to ensure that all information that it provides to the DFSA in accordance with any legislation applicable in the DIFC is:

          (a) factually accurate or, in the case of estimates and judgements, fairly and properly based; and
          (b) complete, in that it should include anything of which the DFSA would reasonably expect to be notified.

        • GEN 11.10.18

          (1) An Authorised Person must notify the DFSA immediately it becomes aware, or has information that reasonably suggests, that it:
          (a) has or may have provided the DFSA with information which was or may have been false, misleading, incomplete or inaccurate; or
          (b) has or may have changed in a material particular.
          (2) Subject to (3), the notification in (1) must include details of the information which is or may be false or misleading, incomplete or inaccurate, or has or may have changed and an explanation why such information was or may have been provided and the correct information.
          (3) If the correct information in (2) cannot be submitted with the notification it must be submitted as soon as reasonably possible.

        • GEN 11.10.19

          In the case of an Insurer which is a Protected Cell Company or an Incorporated Cell Company, an Insurer must advise the DFSA immediately if it becomes aware of any actual or prospective significant change in the type or scale of the business conducted through a Cell, or in the ownership of the Cell shares of the Protected Cell Company or of an Incorporated Cell of the ICC.

          Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
          [Amended] DFSA RMI247/2019 (Made 18th December 2019). [VER45/12-19]

      • Information relating to corporate governance and remuneration

        • GEN 11.10.20 GEN 11.10.20

          (1) Subject to (2), an Authorised Firm must provide to the DFSA notice of any significant changes to its corporate governance framework or the remuneration structure or strategy as soon as practicable.
          (2) An Authorised Firm which is a Branch must provide notice of any significant changes to its corporate governance framework or the remuneration structure or strategy only if the changes are relevant to the activities and operations of the Branch.
          [Added] DFSA RM95/2012 (Made 14th June 2012). [VER29/06-12]

          • GEN 11.10.20 Guidance

            1. The purpose of these notifications is to ensure that the DFSA is informed of any significant changes to the Authorised Firm's corporate governance framework and remuneration structure and strategies.
            2. Significant changes that the DFSA expects Authorised Firms to notify the DFSA pursuant to Rule 11.10.20 generally include:
            a. any major changes to the composition of the Governing Body;
            b. any changes relating to Persons Undertaking Key Control Functions, such as their removal or new appointments or changes in their reporting lines; and
            c. significant changes to the remuneration structure that apply to the members of the Governing Body, senior management, Persons Undertaking Key Control Functions and major risk taking Employees.
            3. The DFSA expects Branches to provide to the DFSA notification of significant changes that are relevant to the Branch operations.
            [Added] DFSA RM95/2012 (Made 14th June 2012). [VER29/06-12]

    • GEN 11.11 GEN 11.11 [Deleted]

      [Deleted] DFSA RM176/2016 (Made 19th June 2016) [VER37/08-16]

      • GEN 11.11.1 [Deleted]

        [Deleted] DFSA RM176/2016 (Made 19th June 2016) [VER37/08-16]

    • GEN 11.12 GEN 11.12 Requirement to provide a report

      • GEN 11.12.1 GEN 11.12.1

        This section applies to every Authorised Person.

        Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
        [Amended] DFSA RM155/2015 (Made 9th December 2015) [VER35/02-16]

        • GEN 11.12.1 Guidance

          1. Under Article 74, the DFSA may require an Authorised Person to provide it with a report on any matter. The Person appointed to make a report must be a Person nominated or approved by the DFSA. This Person will be referred to throughout the Rulebook as an independent expert.
          2. When requesting a report under Article 74, the DFSA may take into consideration the matters set out in the RPP Sourcebook.

        • Independent Expert

          • GEN 11.12.2 GEN 11.12.2

            (1) The DFSA may, by sending a notice in writing, require an Authorised Person to provide a report by an independent expert. The DFSA may require the report to be in whatever form it specifies in the notice.
            (2) The DFSA will give written notification to the Authorised Person of the purpose of its report, its scope, the timetable for completion and any other relevant matters.
            (3) The independent expert must be appointed by the Authorised Person and be nominated or approved by the DFSA.
            (4) The Authorised Person must pay for the services of the independent expert.

            • GEN 11.12.2 Guidance

              1. If the DFSA decides to nominate the independent expert, it will notify the Authorised Person accordingly. Alternatively, if the DFSA is content to approve the independent expert selected by the Authorised Person it will notify it of that fact.
              2. The DFSA will only approve an independent expert that in the DFSA's opinion has the necessary skills to make a report on the matter concerned.

          • GEN 11.12.3

            When an Authorised Person appoints an independent expert, the Authorised Person must ensure that:

            (a) the independent expert co-operates with the DFSA; and
            (b) the Authorised Person provides all assistance that the independent expert may reasonably require.

          • GEN 11.12.4

            When an Authorised Person appoints an independent expert, the Authorised Person must, in the contract with the independent expert:

            (a) require and permit the independent expert to co-operate with the DFSA in relation to the Authorised Person and to communicate to the DFSA information on, or his opinion on, matters of which he has, or had, become aware in his capacity as an independent expert reporting on the Authorised Person in the following circumstances:
            (i) the independent expert reasonably believes that, as regards the Authorised Person concerned:
            (A) there is or has been, or may be or may have been, a contravention of any relevant requirement that applies to the Authorised Person concerned; and
            (B) that the contravention may be of material significance to the DFSA in determining whether to exercise, in relation to the Authorised Person concerned, any powers conferred on the DFSA under any provision of the Regulatory Law 2004;
            (ii) the independent expert reasonably believes that the information on, or his opinion on, those matters may be of material significance to the DFSA in determining whether the Authorised Person concerned satisfies and will continue to satisfy the fit and proper requirements; or
            (iii) the independent expert reasonably believes that the Authorised Firm is not, may not be, or may cease to be, a going concern;
            (b) require the independent expert to prepare a report within the time specified by the DFSA; and
            (c) waive any duty of confidentiality owed by the independent expert to the Authorised Person which might limit the provision of information or opinion by that independent expert to the DFSA in accordance with (a) or (b).

          • GEN 11.12.5

            An Authorised Person must ensure that the contract required under Rule 11.12.4:

            (a) is governed by the laws of the DIFC;
            (b) expressly provides that the DFSA has a right to enforce the provisions included in the contract under Rule 11.12.4;
            (c) expressly provides that, in proceedings brought by the DFSA for the enforcement of those provisions, the independent expert is not to have available by way of defence, set-off or counter claim any matter that is not relevant to those provisions;
            (d) if the contract includes an arbitration agreement, expressly provides that the DFSA is not, in exercising the right in (b) to be treated as a party to, or bound by, the arbitration agreement; and
            (e) provides that the provisions included in the contract under Rule 11.12.4 are irrevocable and may not be varied or rescinded without the DFSA's consent.

    • GEN 11.13 GEN 11.13 Imposing Restrictions on an Authorised Person's business or on an Authorised Person dealing with property

      • GEN 11.13.1

        The DFSA has the power to impose a prohibition or requirement on an Authorised Person in relation to the Authorised Person's business or in relation to the Authorised Person's dealing with property under Article 75 or Article 76 in circumstances where:

        (a) there is a reasonable likelihood that the Authorised Person will contravene a requirement of any legislation applicable in the DIFC;
        (b) the Authorised Person has contravened a relevant requirement and there is a reasonable likelihood that the contravention will continue or be repeated;
        (c) there is loss, risk of loss, or other adverse effect on the Authorised Person's customers;
        (d) an investigation is being carried out in relation to an act or omission by the Authorised Person that constitutes or may constitute a contravention of any applicable law or Rule;
        (e) an enforcement action has commenced against the Authorised Person for a contravention of any applicable law or Rule;
        (f) civil proceedings have commenced against the Authorised Person;
        (g) the Authorised Person or any Employee of the Authorised Person may be or has been engaged in market abuse;
        (h) the Authorised Person is subject to a merger;
        (i) a meeting has been called to consider a resolution for the winding up of the Authorised Person;
        (j) an application has been made for the commencement of any insolvency proceedings or the appointment of any receiver, administrator or provisional liquidator under the law of any country for the Authorised Person;
        (k) there is a notification to dissolve the Authorised Person or strike it from the DIFC register of Companies or the comparable register in another jurisdiction;
        (l) there is information to suggest that the Authorised Person is involved in financial crime;
        (m) the DFSA considers there are reasonable grounds to require the suspension or removal from trading of an Investment traded on any facility operated by the Authorised Person; or
        (n) the DFSA considers that this prohibition or requirement is necessary to ensure customers, Authorised Persons or the financial system are not adversely affected.
        Derived from Notice of Amendments to Legislation April 2011 [VER27/02-11]
        [Amended] DFSA RMI309/2021 (Made 30th June 2021). [VER53/10-21]