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      Collective Investment Law 2006

      Original LawOriginal Law

      Consolidated Version - August 2006Consolidated Version - August 2006

      Consolidated Version - February 2007Consolidated Version - February 2007

      Consolidated Version - May 2010Consolidated Version - May 2010

      Collective Investment Law 2010

      Original LawOriginal Law

      Collective Investment Law 2012

      Consolidated Version - December 2012Consolidated Version - December 2012

      Collective Investment Law 2014

      Consolidated Version - August 2014Consolidated Version - August 2014

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

      • Collective Investment Law (CIF)

        Consolidated Version of the

        Collective Investment Law
        DIFC Law No. 1 of 2006

        which was enacted and came into force on 18 April 2006
        and was subsequently amended by :

        Collective Investment Law Amendment Law
        (Investment Trust) 2006,
        DIFC Law No.6 of 2006
        on 1 August 2006; 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.

        Repealed by Collective Investment Law 2010,
        DIFC Law No. 2 of 2010
        on 11 July 2010.

        • Part 1: Part 1: General

          • 1. Title

            This Law may be cited as the "Collective Investment 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 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) Without limiting the generality of Article 23 of the Regulatory Law 2004, the DFSA Board of Directors shall make Rules governing the establishment, management, operations and activities of a Fund, including Rules:
            (a) governing the rights and obligations, including voting rights, of Unitholders;
            (b) governing the powers and duties of a Trustee and the investment and borrowing powers of an Operator including leveraging or gearing and the issue, pricing and redemption of Units;
            (c) governing the appointment, removal, powers and duties of an auditor or eligible custodian of a Fund; and
            (d) governing the preparation, publication and audit of the accounts of a Fund and the preparation and contents of periodic reports.
            (3) 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.

          • 11. Application of the Markets Law

            (1) Subject to Article 11(2), the Markets Law 2004 applies to the offer, issue or sale of a Unit or any right or interest in a Unit.
            (2) Part 3 of the Markets Law 2004 and the Offered Securities Rules made for the purpose of that Part do not apply to the offer, issue or sale of a Unit or any right or interest in a Unit.

          • 12. Offer of Units

            (1) A person shall not make an offer of Units in or from the DIFC unless the offer of Units is made in accordance with this Law and the Rules made for the purposes of this Law.
            (2) A person is to be regarded as making an offer of a Unit or any right or interest in a Unit if he:
            (a) makes an offer to another person which, if accepted, would give rise to a contract for the sale of Units by him or by another person with whom he has made arrangements for the sale of Units; or
            (b) invites another person to make an offer which, if accepted by him, would give rise to a contract for the sale of Units by him or by another person with whom he has made arrangements for the sale of Units; and
            (c) the offer or invitation is by way of a financial promotion of the Units.
            (3) For the purposes of Article 12(2), an offer or invitation includes an inducement and a "financial promotion" is an advertisement or any other form of promotion or marketing 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 12(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 12(2) and (3), where an Operator of a Listed Fund discloses information in accordance with the requirements of the Markets Law 2004 or the Offered Securities Rules made thereunder, 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 12(3) (a), (b) or (c).

          • 13. Offers in the DIFC

            An offer of Units 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.

          • 14. Offers from the DIFC

            An offer of Units 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.

          • 15. Arrangements constituting a Collective Investment Fund

            (1) A Collective Investment Fund ("Fund") is, subject to Article 16, any arrangements with respect to property of any description, including money, where:
            (a) the purpose or effect of the arrangements are 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 Operator of the Fund.
            (2) If the arrangements provide for such pooling as is mentioned in Article 15(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.

          • 16. Arrangements not constituting a Collective Investment Fund

            The DFSA may make Rules excluding certain arrangements or types of arrangements from constituting a Fund.

        • Part 2: Part 2: Collective Investment Funds

          • 17. Operating prohibitions

            (1) A person shall not:
            (a) operate a Foreign Fund from the DIFC; or
            (b) operate a Domestic Fund from outside the DIFC.
            (2) A person shall not, establish or otherwise operate a Domestic Fund in the DIFC unless that person is:
            (a) a body corporate; and
            (b) an Authorised Firm whose Licence authorises it to operate a Fund of that specific type or class.
            (3) For the purposes of this Law, a person "operates" a Fund if he:
            (a) is responsible for the management of the property held for or within a Fund under the Fund's Constitution whether or not, he delegates any activity which is prescribed in rules made for the purposes of Article 41(2) of the Regulatory Law 2004 as a Financial Service in respect of such property; and
            (b) establishes, operates or winds up the Fund.
            (4) For the purpose of Article 17(3), a person is not operating a Fund merely because:
            (a) he is acting as an agent or employee of an Operator; or
            (b) he is winding up or taking steps to wind up or dissolve the Fund or remedy a defect that led to the Fund being deregistered.

          • 18. Marketing prohibitions

            (1) A person shall not, in or from the DIFC, offer or sell a Unit in a Domestic or Foreign Fund unless that person is an Authorised Firm whose Licence authorises it to do so.
            (2) A person shall not, in or from the DIFC, offer or sell a Unit in a Foreign Fund unless:
            (a) the Fund is a Designated Fund; or
            (b) the Foreign Fund has appointed an investment manager and eligible custodian both of whom are authorised and supervised by a Regulator in a Recognised Jurisdiction.
            (3) A person shall not, in or from the DIFC, offer, issue or sell a Unit in a Domestic Fund which is a Public Fund unless the Fund has been registered by the DFSA.
            (4) A person shall not, in or from the DIFC, offer, issue or sell a Unit in a Domestic Fund which is a Private Fund unless it is by means only of private placement.
            (5) The DFSA shall make Rules prescribing the criteria to be an investment manager and for a custodian to be an eligible custodian.
            (6) The DFSA may make Rules adding further requirements, limitations or making different provision for different cases in relation to the offering and selling of Units in Foreign Funds.
            (7) Such Rules, in relation to specified types or classes of Foreign Funds, may require such Funds to be listed on an exchange or to be closed-ended structures.

          • 19. Marketing Rules

            (1) The DFSA may make Rules prescribing requirements relating to the offering, issuing or selling, in or from the DIFC, of a Unit in a Fund including prescribing the contents of any communication which is an invitation to participate in a Fund and the manner in which such communication may be made and to whom.
            (2) Such Rules may, in relation to specified types or classes of Foreign Funds, prescribe contents requirements and may specify criteria that an offer document produced in accordance with the legislation applicable in a jurisdiction other than the DIFC to be taken to comply with the requirements of this Law and any Rules made hereunder.
            (3) The DFSA may also make Rules providing the circumstances in which certain persons or categories of person may market a Fund by promoting the Islamic quality of the Fund by using the words Shari'a compliant or Islamic in the name of the Fund or otherwise holding out that the Fund is in any way Islamic or Shari'a compliant.

          • 20. 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 Funds are 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 investment 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 persons; 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 20(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 20(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.

          • 21. General requirements

            (1) Every Domestic Fund shall have a written Constitution which complies with the Rules made for the purposes of this Law.
            (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 Trustee or the Operator from liability for any failure to discharge its obligations under this Law, the Regulatory Law 2004, the Law Regulating Islamic Financial Business 2004, the Investment Trust Law 2006 or any rules made under any of these laws.
            (3) Every Domestic Fund shall employ single pricing in relation to the price of its Units and Unitholders shall be entitled to have their Units redeemed by the Operator of the Fund at a price related to the net asset value of the property to which the Units relate calculated in accordance with the Rules made under this Law.
            (4) The purpose of a Fund must be reasonably capable of being successfully carried into effect.
            (5) The Operator of a Domestic Fund shall appoint an auditor in accordance with Part 5 and, except in respect of a Fund which is an Investment Trust, appoint an eligible person with whom the legal title of the Fund's property is registered.
            (6) The DFSA shall, for the purposes of Article 21(5), make Rules prescribing criteria that a person must meet to be considered "eligible" and such Rules may permit the Operator to be considered "eligible" for the purposes of specified types of Fund.
            (7) 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 Operator to change the name of the Fund.
            (8) The DFSA may make Rules requiring specified types, or classes of Domestic Funds to be open-ended or closed-ended or listed on an Authorised Market Institution. Such Rules may also prohibit specified types or classes of Domestic Funds from listing on an exchange.

          • 22. Misconduct in relation to Funds

            (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 (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 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.

          • 23. Defences to misconduct

            (1) A person does not commit a contravention of Article 22, 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 22, 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 the Operator or any other 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.
            (3) For the purposes of Article 23(2), a person does not become an agent of another person simply because he performs a particular professional or advisory function for the person.

        • Part 3: Part 3: Operating Domestic Funds

          • 24. The Operator of a Fund

            (1) An Operator shall:
            (a) operate the Fund in accordance with its Constitution and Prospectus;
            (b) perform the functions conferred on it by the Fund's Constitution and by or under this Law; and
            (c) manage the Fund Property, held for or within the Fund.
            (2) An Operator shall comply with any requirement imposed by or under legislation administered by the DFSA relevant to its approval or authorisation to operate the Fund.

          • 25. Interests in the Fund

            The DFSA may make Rules prescribing financial limits and other related matters in respect of the interests an Operator may acquire and hold in its Fund.

          • 26. Duties of the Operator and its officers, employees and agents

            (1) In exercising its powers and carrying out its duties, the Operator of a Domestic Fund shall:
            (a) act honestly;
            (b) exercise the degree of care and diligence that a reasonable person would exercise if he were in the Operator'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 Operator 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 Operator and the property of any other Fund;
            (g) report to the DFSA any breach of this Law or relevant provisions of any other legislation 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) 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
            (i) carry out or comply with any other duty, not inconsistent with DIFC Law, that is conferred on the Operator by the Fund's Constitution.
            (2) An officer, employee or agent of the Operator shall:
            (a) not make improper use of information acquired through being such an officer, employee or agent of the Operator 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 DIFC Law, that is conferred on him by the Fund's Constitution.

          • 27. Retirement or removal of an Operator

            (1) The DFSA may make Rules prescribing the manner and circumstances in which:
            (a) an Operator may retire;
            (b) Unitholders in a Fund may resolve to remove an Operator;
            (c) the DFSA may withdraw an Operator's Licence;
            (d) a new Operator may be appointed to a Fund; and
            (e) a temporary Operator may be appointed to a Fund pending the choice or appointment of a new Operator.
            (2) A person cannot be chosen or appointed as a new Operator or temporary Operator unless such a person meets the relevant requirements of Article 17(2)(a) and (b).

          • 28. Orders of the Court relating to retirement or removal

            (1) Where an Operator seeks to retire from a Domestic Fund and a new Operator cannot be found, the Court may, on application of the Operator, the Trustee, a Unitholder in the Fund, or the DFSA, make one or more of the following orders:
            (a) an order for the appointment of a temporary Operator;
            (b) an order for the winding up of the Fund; or
            (c) any other order as the Court considers just and equitable and in the interests of the Fund and of its Unitholders.
            (2) If:
            (a) a Domestic Fund does not have an Operator that meets the requirements of this Law or any Rules made under this Law; or
            (b) in the event of misconduct, default or breach of duty by the Operator, the Court considers that it is just and equitable and in the interests of the Fund and of its Unitholders to make such an order;
            the Court may, on application of the DFSA, the Trustee or a Unitholder in the Fund, make one or more of the following orders:
            (c) an order for the appointment of a new or temporary Operator;
            (d) an order for the winding up of the Fund; or
            (e) any other order as the Court considers appropriate.

          • 29. Appointment of service providers to carry out certain functions

            (1) An Operator 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").
            (2) The DFSA may make Rules:
            (a) specifying which activities can or cannot be delegated and to whom;
            (b) specifying which functions can or cannot be outsourced and to whom;
            (c) prescribing eligibility criteria for service providers;
            (d) prescribing certain activities or functions which must be performed in the DIFC and by whom;
            (e) as to any requirement, process and procedure for notification to or approval by the DFSA of the appointment of a service provider to carry out any activity or function;
            (f) governing the duties, obligations and requirements of the Operator and of any of its service providers in relation to a Domestic Fund or a class or category of Domestic Fund; and
            (g) prescribing the manner or circumstances in which a service provider may perform an activity or a function.
            (3) Where the Operator delegates an activity or outsources a function, the Operator remains responsible to Unitholders for any acts or omissions of the service provider as if they were the acts or omissions of the Operator even if they were acting fraudulently or outside the scope of their authority or engagement.

        • Part 4: Part 4: Oversight of Domestic Funds

          • 30. Oversight arrangements

            (1) An Operator of a Domestic Fund which is, or is to be, a Public Fund shall establish and maintain oversight arrangements in accordance with the provisions of this part.
            (2) In addition to the other applicable oversight arrangements, a Domestic Fund which is an Islamic Fund or holds itself out as being an Islamic Fund or otherwise Shari'a compliant shall appoint a Shari'a Supervisory Board.
            (3) The DFSA may make Rules prescribing circumstances in which a Fund will be taken to, or will be taken not to, be holding itself out as being Shari'a compliant or an Islamic Fund.
            (4) The DFSA may make Rules prescribing the appointment, formation, conduct and operation of a Shari'a Supervisory Board.

          • 31. Permitted oversight arrangements

            (1) The DFSA shall make Rules:
            (a) setting out permitted oversight arrangements; and
            (b) prescribing the criteria to be met by a person before being permitted to be appointed to carry out oversight functions.
            (2) Any suitably qualified person appointed to oversee the operation of the Fund must be:
            (a) in the case of a Trustee, independent in accordance with Article 19 of the Investment Trust Law 2006; and
            (b) in any other case, independent in accordance with Article 34.
            (3) The DFSA may, in its absolute discretion, at any time object to the appointment of a person to provide oversight of a Fund and require the Operator to appoint a replacement.
            (4) The DFSA shall notify the Operator of such objection in writing and, where requested by the Operator, the reasons for such objection.

          • 32. Powers and functions

            (1) The person providing oversight for a Fund shall be appointed with powers and functions to:
            (a) monitor the Operator's compliance with the Fund's Constitution and Prospectus and to report on its findings to the Operator;
            (b) monitor the Operator's compliance with any obligation or requirement imposed on the Fund under any legislation administered by the DFSA' including any requirement to establish and maintain proper systems and controls and to report on their findings to the Operator;
            (c) report to the Operator:
            (i) any breach of this Law or any other legislation administered by the DFSA or of any Rule made under those laws which may relate to the Fund;
            (ii) any breach of a term, condition or restriction of its Licence involving the Fund; or
            (iii) any breach of the provisions of the Fund's Constitution or Prospectus;
            of which such persons become aware or which they suspect;
            (d) report to the DFSA if any one of the persons providing oversight is of the view that:
            (i) the Operator has not taken, or does not propose to take, appropriate action to deal with a matter reported under Article 32(1)(c); and
            (ii) on reasonable grounds that the breach has had, or is likely to have, a materially adverse effect on the interests of the Unitholders;
            (e) assess at regular intervals whether the Fund's internal systems and controls are adequate, report to the Operator on the assessment and make recommendations to the Operator about any changes that are considered appropriate or necessary to be made; and
            (f) do any other matter or thing as may be prescribed in the Rules and in the case of a Trustee, under the Investment Trust Law 2006.
            (2) The DFSA may make Rules in respect of any matter relating to the functions and powers of a person providing oversight of a Fund, including Rules as to:
            (a) the power of such persons to commission and rely on independent legal, accounting or other professional advice or assistance;
            (b) the payment of costs and expenses of such persons;
            (c) the proceedings and conduct of meetings, the keeping of minutes, and the making of reports and recommendations;
            (d) the submission of reports by the persons providing oversight of a Fund to the DFSA; and
            (e) the disclosure by the persons providing oversight of a Fund of any interests or circumstances which may conflict with the proper performance of their duties.

          • 33. Duties of a person providing oversight functions

            (1) A person providing oversight of 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) not make improper use of 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;
            (d) not make improper use of his position as such a person to gain, directly or indirectly, an advantage for himself or for any other person or to cause detriment to the Unitholders in the Fund;
            (e) disclose to the Fund's auditor any information pertinent to the auditor's role;
            (f) 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
            (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 oversight of a Fund is to take all reasonable steps to assist the DFSA in exercising its powers under Part 5 of the Regulatory Law 2004.

          • 34. Independence

            (1) A person providing oversight in accordance with this part is independent for the purposes of this Part if he:
            (a) is not, and has not been in the previous 2 years, an employee of the Operator or a body corporate in the same group (a "related body corporate");
            (b) is not, and has not been in the previous 2 years, an executive officer of a related body corporate;
            (c) is not, and has not been in the previous 2 years, involved in material business dealings, or in a professional capacity, with the Operator or a related body corporate;
            (d) 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 Operator or in a related body corporate;
            (e) does not have a material interest in the Operator or a related body corporate; and
            (f) is not a relative or de facto spouse of a person who has a material interest in the Operator or a related body corporate of a kind described in (a) to (e) of this Article.
            (2) Nothing in this Part prevents an eligible person, appointed for the purposes of Article 21(5), from being independent for the purposes of Articles 31(2) or 34 merely by reason of such appointment.

        • Part 5: Part 5: Auditors of Domestic Funds

          • 35. Appointment and removal of auditors

            (1) The Operator of a Domestic Fund shall:
            (a) pursuant to Article 21(5) and subject to Article 35(7), appoint an auditor; and
            (b) at each annual general meeting appoint an auditor to hold office from the conclusion of that meeting to the conclusion of the next annual general meeting; or
            (c) at the beginning of each financial year appoint an auditor to hold office until the beginning of the next financial year.
            (2) The appointment of a firm as an auditor of a Domestic Fund is taken to be an appointment of all persons who are partners of the firm.
            (3) An Operator and, if appointed, the Trustee shall ensure that at all times the Fund has an auditor.
            (4) The Operator of a Domestic Fund shall not appoint an auditor under this Article unless:
            (a) the auditor has, prior to the appointment, consented in writing to serve as the auditor for the Domestic Fund;
            (b) the Operator and, if appointed, the Trustee is not, on reasonable inquiry, aware of any matter which should preclude the auditor from giving its consent under Article 35(5); and
            (c) the auditor is registered with the DFSA in accordance with Part 8 of the Regulatory Law 2004.
            (5) An auditor shall not consent to an appointment as an auditor of a Domestic Fund if:
            (a) the auditor has, or may reasonably be perceived to have, a conflict of interest of a nature prescribed in the Rules;
            (b) the auditor does not have, or may reasonably be perceived not to have, a requisite degree of independence from the Operator and, if appointed, the Trustee or other members of the Governing Body of the Domestic Fund as prescribed in the Rules; or
            (c) the auditor or any associate of the auditor in a firm or business undertaking has acted as an auditor of the Domestic Fund and, if appointed, the Trustee within such earlier period or frequency as prescribed in the Rules.
            (6) The Operator of a Domestic Fund may, subject to Articles 35(7) and 38, at any time remove an auditor notwithstanding anything in any agreement between it and the auditor.
            (7) In the case of an Investment Trust, the Operator must obtain the prior approval of the Trustee before carrying out any activities under Article 35 in relation to the appointment or removal of an auditor.
            (8) The Court may, on application made by the DFSA, order the removal of an auditor of a Domestic Fund.
            (9) 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.

          • 36. Auditor's reports

            (1) An auditor of a Domestic Fund must make an audit report.
            (2) The DFSA may make Rules in relation to:
            (a) the functions to be carried out by an auditor when auditing a Domestic Fund's accounts;
            (b) the scope of the auditor's audit report; and
            (c) the scope of ad-hoc reports of the auditor.

          • 37. Auditors' duties

            (1) An auditor shall, in preparing the audit report in relation to the accounts of a Domestic Fund, 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 Operator on behalf of the Domestic Fund;
            (b) whether the Domestic Fund's accounts are in agreement with the accounting records and regulatory returns;
            (c) whether the Domestic Fund's accounts have been prepared in compliance with the applicable accounting standards; and
            (d) whether the accounts of the Domestic Fund represent a true and fair view of the financial condition and state of affairs of the Domestic Fund.
            (2) If the auditor is of the opinion that proper accounting records have not been kept, or that the accounts are not in agreement with the accounting records and returns, or that the accounts do not comply with accounting standards, the auditor shall state that fact in the audit report.
            (3) 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.
            (4) An auditor shall disclose to a person providing oversight of a Public Fund any information relevant to that person's role.

          • 38. Resignation of an auditor

            (1) An auditor of a Domestic Fund may resign from office by depositing a notice in writing to that effect together with a statement under Article 38(2) at the Domestic Fund's registered office and with the DFSA; and any such notice operates to bring its term of office to an end on the date on which the notice is deposited, or on such later date as may be specified in it.
            (2) When an auditor ceases for any reason to hold office the auditor shall deposit at the Domestic Fund's and, if appointed, the Trustee's registered office and with the DFSA:
            (a) a statement to the effect that there are no circumstances connected with the ceasing to hold office which the auditor considers should be brought to the notice of the Unitholders or creditors of the Domestic Fund; or
            (b) a statement of any circumstances as are mentioned above.
            (3) Where a statement under Article 38(2) falls within sub-paragraph (b) of that Article, the Operator, or failing which the other members of the Governing Body of the Domestic Fund or, if appointed the Trustee, shall send a copy of the statement to the DFSA along with any comments.

          • 39. Co-operation with auditors

            (1) A Domestic Fund, any member of its Governing Body, any person providing oversight, any officer, employee or agent of the Domestic Fund, its Operator or where appointed its Trustee, shall not knowingly or recklessly make to the auditor a statement (whether written or oral) which:
            (a) conveys or purports to convey any information or explanation which the auditor requires, or is entitled to require, as auditor of the Domestic Fund; and
            (b) is either:
            (i) false, misleading or deceptive in a material particular; or
            (ii) such that it omits information where the omission of such information is likely to mislead or deceive the auditor.
            (2) A Domestic Fund, any member of its Governing Body, any person providing oversight, any officer or employee of the Domestic Fund, its Operator or where appointed its Trustee, or any person acting under the direction or authority of such persons, shall not without reasonable excuse engage in conduct, including without limitation the:
            (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 the Domestic Fund, Operator, Trustee, member of the Governing Body, officer, employee or other person knows or ought to know that such conduct could, if successful:
            (e) obstruct the auditor in the performance of his duties under this Part; or
            (f) result in the rendering of the accounts of the Domestic Fund or the auditor's report being materially misleading.

          • 40. Obligation of disclosure to the DFSA

            (1) An auditor is subject to the obligations of disclosure under Article 40(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 40(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 this Law or the Rules;
            (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 Domestic Fund, the Trustee, the Operator or other member of the Governing Body including the Domestic Fund's, the Trustee's or the Operator's directors, officers, employees or agents.
            (4) Article 40(3) shall not apply to the extent that compliance with such requirement would disclose a Privileged Communication.
            (5) The Operator of a Domestic Fund shall establish and implement appropriate systems and internal procedures to enable it and its auditor to comply with Article 40(3).
            (6) Any provision in an agreement between 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 40(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 40(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 40(7).

        • Part 6: Part 6: Prospectus Requirements for Domestic Funds

          • 41. General requirements

            (1) The Operator of a Domestic Fund shall produce and make available to prospective Unitholders a Prospectus in accordance with this Law and any Rules made under this Law.
            (2) Such Rules may make different provision for different classes or types of Domestic Funds including prescribing reduced content requirements for Private Funds.

          • 42. Prospectus

            (1) The presentation of information in the Prospectus shall be clear, concise and understandable.
            (2) The Prospectus shall comply with the contents requirements set out in the Rules and contain any other material information investors would reasonably require for the purpose of making an informed decision to become a Unitholder in the Fund.
            (3) If at any time after the preparation of a Prospectus which has been issued, there is a material change affecting any matter contained in the Prospectus or a significant new matter arises, the Operator shall in accordance with the Rules issue a supplementary Prospectus which:
            (a) provides details of the change or new matter;
            (b) complies with the requirements of this Article; and
            (c) complies with any information required by the Rules.

          • 43. Publicity

            (1) A person shall not issue or cause to be issued any financial promotion in respect of a Prospectus or supplementary Prospectus or the Units offered in such a Prospectus unless:
            (a) the information contained in the Prospectus complies with the Rules;
            (b) the Operator, in the case of a Public Fund, has filed a copy of the Prospectus with the DFSA; and
            (c) the financial promotion states the prospectus has been published and gives an address where a copy may be collected in the DIFC.
            (2) Nothing in Article 43(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.

          • 44. Mandatory statements

            (1) Every Prospectus shall contain a prominent statement in respect of the relevant Fund's regulatory status and the regulatory regime applying to the Fund and, in particular, its Prospectus.
            (2) A Prospectus shall include the text prescribed in Rules made by the DFSA for the purposes of this Article.

          • 45. Liability for misleading statements

            (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 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 45(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 7: Part 7: Registration of Public Funds

          • 46. General characteristics

            A Domestic Fund is a public class of Fund (a "Public Fund") if:

            (a) it has or intends to have more than 100 Unitholders; or
            (b) its Units are or are to be offered by the Operator by means of public offering to potential participants.

          • 47. Application for registration

            (1) An application for the registration of a Public Fund shall be made to the DFSA by the Operator or if the Fund is in the form of an Investment Trust, jointly by the Operator and Trustee.
            (2) Such an application shall be accompanied by the Fund's Constitution and Prospectus both of which shall be in accordance with the requirements of this Law.
            (3) The DFSA shall make Rules setting out the requirements which an application for registration shall meet before such application can be accepted by the DFSA.

          • 48. Registration requirements

            (1) In relation to the legal structure of a Public Fund, subject to any limitations prescribed by the Rules, registration may be granted by the DFSA only where the Fund takes the form of:
            (a) an Investment Company;
            (b) an Investment Partnership; or
            (c) an Investment Trust.
            (2) The DFSA may make Rules prescribing the requirements that a Public Fund must meet before registration can be granted by the DFSA. Such Rules may include requirements relating to the appointment of an eligible custodian or Fund Administrator and requirements relating to fitness and proprietary of the Governing Body, persons providing oversight functions and employees of the Fund.
            (3) The DFSA may make Rules providing such requirements referred to in Article 48(2) to be varied in cases where a person, other than a Trustee, referred in Article 48(2) are at the time of application, regulated in a jurisdiction other than the DIFC;
            (a) prescribing certain persons or categories of person to be exempted from the requirements referred to in Article 48(2); and
            (b) providing for any such exemptions to be:
            (i) limited to certain types of Fund or specified circumstances; or
            (ii) subject to certain conditions and restrictions.

          • 49. Providing information in relation to the application

            (1) The DFSA may require the Operator or, if appointed 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 Operator or, if appointed the Trustee becomes aware of a 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.

          • 50. Rejection of an application

            (1) The DFSA may in its absolute discretion refuse to grant an application for registration.
            (2) Upon refusing to grant registration, the DFSA shall without undue delay inform the Operator and, if appointed, the Trustee in writing of such refusal and, where requested by the Operator or Trustee, the reasons for such refusal.

          • 51. Granting registration

            The DFSA may register a Public Fund and shall without undue delay inform the Operator and, if appointed, the Trustee in writing of:

            (a) such decision; and
            (b) the date on which the registration shall be deemed to take effect.

          • 52. Withdrawal of registration

            (1) The DFSA may withdraw the registration of a Fund where:
            (a) one or more of the following circumstances apply:
            (i) the Fund is not operating or has been wound up;
            (ii) the Operator or, if appointed, the Trustee has, in purported compliance with any requirement under the Law or the Rules, knowingly or recklessly given the DFSA information which is false or misleading in a material particular;
            (iii) the Operator or, if appointed, the Trustee has contravened a requirement imposed on him by or under the Law or the Investment Trust Law 2006;
            (iv) the Operator 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;
            (v) a person is exercising significant influence over the Fund or Operator or any member of the Fund's Governing Body and that person is not a member of the Fund's Governing Body, Shari'a Supervisory Board, the Trustee or a person providing oversight functions;
            (vi) the Operator is no longer fit and proper to operate the Fund or is incapable of operating the Fund in compliance with the Law or Rules or the terms of its Constitution;
            (vii) 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 the Law or Rules or the terms of its Constitution and the Investment Trust Law 2006; or
            (viii) the Operator or, if appointed, the Trustee requests the DFSA to withdraw the registration on the grounds that a Special Resolution has been passed by the relevant Unitholders that the Fund should be deregistered; and
            (b) the DFSA considers that:
            (i) the withdrawal of registration is in the interests of the Unitholders of the Fund; or
            (ii) appropriate steps have been taken or may reasonably be taken to protect the interests of the Unitholders.
            (2) Where the DFSA has withdrawn, or proposes to withdraw, a registration under this Article, it may, by written notice, direct the Operator or where appointed the Trustee to take such steps as the DFSA considers necessary or desirable to protect the interests of Unitholders in the Fund.
            (3) Subject to Article 52(4), the DFSA may only exercise its power under Article 52(1) if it has given the relevant Operator or where appointed the Trustee a suitable opportunity to make representations in person and in writing to the DFSA in relation to the proposed withdrawal and the DFSA has informed the Operator in writing of its response to any such representation.
            (4) The restriction imposed on the DFSA under Article 52(3) shall not apply if the Operator or where appointed the Trustee requests the DFSA to withdraw the registration or the Operator is no longer authorised under its Licence to operate the Fund.
            (5) Upon deciding to withdraw a registration, the DFSA shall without undue delay inform the Operator in writing of:
            (a) such decision;
            (b) the date on which such withdrawal shall be deemed to take effect; and
            (c) where requested by the Operator or where appointed the Trustee, the reasons for the decision.
            (6) The Court may order the DFSA to withdraw the registration of a Public Fund.

          • 53. Reinstatement

            (1) Where a Public Fund has been deregistered in accordance with or in purported accordance with this Law or the Rules, the Court may order that the DFSA reinstate the registration of the Fund where:
            (a) an application for reinstatement is made to the Court by:
            (i) a person aggrieved by the deregistration; 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's registration be reinstated.
            (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 deregistered.

        • Part 8: Part 8: Private Funds

          • 54. General characteristics

            A Domestic Fund is a private class of Fund (a "Private Fund") if it is not a Public Fund under Article 46.

          • 55. Permitted investment vehicles

            A Domestic Fund which is a Private Fund may only adopt one of the following legal structures:

            (a) Investment Company;
            (b) Investment Partnership; or
            (c) Investment Trust.

          • 56. Initial and ongoing requirements

            (1) The Operator of a Private Fund shall notify the DFSA at least 14 days prior to the initial, and if a closed-ended Fund any subsequent, issue or offer of Units in the Fund in the manner prescribed in the Rules.
            (2) Such notification must include the name of the Fund and the type of Fund and any further details required under any Rules the DFSA may make under this Article.
            (3) To remain classified as a Private Fund, the number of Unitholders in such a Fund must not exceed 100 Unitholders.
            (4) The DFSA may make Rules setting out further criteria:
            (a) a Fund shall satisfy to be classified as a Private Fund under this Part; and
            (b) which the Fund shall continue to satisfy in order to remain classified as a Private Fund.
            (5) If a Domestic Fund can no longer be classified as a Private Fund, the Operator must apply for registration of it as a Public Fund under Article 47 or else apply for it to be wound up.

          • 57. Rules in respect of operating the Fund

            The DFSA may make Rules in respect of a Private Fund or its Operator including in respect of the imposition of additional controls on a Fund in cases where in the interest of Unitholders or potential Unitholders, the type or category of Private Fund merits, in the opinion of the DFSA, the imposition of such additional controls.

        • Part 9: Part 9: Alterations to a Domestic Fund

          • 58. Alterations

            (1) Subject to Article 58(6):
            (a) changes to a Fund's Constitution or Prospectus in respect of investment, borrowing or gearing powers may be made; or
            (b) the Operator, 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 58(1), that is, replacing a member of the Shari'a Supervisory Board or changes to the Constitution or Prospectus which may adversely affect 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 Operator and if appointed, the Trustee considers on reasonable grounds that the change is not one that falls in Articles 58(1) or (2) and will not adversely affect Unitholders' rights, such change may be made by the Operator without recourse to the Unitholders other than to notify them after the change has been effected.
            (4) The DFSA may prescribe by Rules further requirements in relation to the types of changes described in this Article and in regard to other alterations in respect of a Domestic Fund.
            (5) The Operator of a Domestic Fund shall give notice in writing to the DFSA of any proposal specified in Article 58(1). Any such notice given to the DFSA shall be accompanied by a certificate signed by the Operator and if appointed, the Trustee of the Fund and its legal advisors 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 58(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 Operator and the Trustee.

          • 59. Rejection of proposed alteration

            (1) The DFSA may in its absolute discretion refuse to grant approval of a proposed alteration.
            (2) Upon refusing to grant approval, the DFSA shall without undue delay, inform the Domestic Fund in writing of such refusal and, where requested by the Fund, the reasons for such refusal.

        • Part 10: Part 10: Transfer Schemes and Winding Up of Domestic 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 Operator 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 Operator 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 Operator 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 Operator 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 Operator 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 Operator giving the notice to the Unitholders.
            (3) If no meeting is called within that 28 days to consider the proposed winding up, the Operator 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 Operator 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, or has not so incorporated or registered;
            (b) in contravention of Part 7 of this Law, the Fund has not been registered with the DFSA or the DFSA has withdrawn the registration of a Fund;
            (c) there is a stop order in effect in relation to the Fund and the Operator is unable to comply with the requirements of this Law, or any other Law administered by the DFSA;
            (d) the Operator 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; or
            (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 United Arab Emirates or otherwise) which is final and not subject to appeal in favour of a creditor of, and against, the Fund or the Operator in its capacity as the Operator of the Fund and the execution or process has been returned unsatisfied.
            (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 Operator 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 Operator 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 Operator 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 62(1)(e) 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 with or in purported accordance 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 reinstatement 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.
            (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 11: Part 11: DFSA Powers in Relation to a Fund

          • 68. Powers of supervision of Funds and their Operators

            (1) The DFSA may, from time to time, inquire whether the Operator of a Domestic Fund is complying with the Fund's Constitution or Prospectus and with relevant provisions of or made under any legislation administered by the DFSA.
            (2) Nothing in this Law affects the powers, rights or functions that the DFSA has under Part 5 of the Regulatory Law 2004 as they may relate to Funds and their Operators.

          • 69. Suspension of dealings

            (1) The Operator may, subject to (2), suspend the issue, cancellation, sale and redemption of Units in a Domestic Fund, where due to exceptional circumstances it is in the interest of the Unitholders in the Domestic Fund.
            (2) Where a Trustee has been appointed, the Operator must consult the Trustee and obtain the Trustee's agreement before proceeding with such suspension. If no agreement is reached the Operator may request the DFSA to issue a stop order under Article 70.
            (3) The Operator must notify the DFSA and all Unitholders of any suspension of dealing and the reasons for such suspension.
            (4) The DFSA may prescribe Rules governing the suspension of dealing in a Domestic Fund.

          • 70. Stop orders

            (1) If the DFSA is satisfied that:
            (a) any dealings in a Unit in a Fund or any right or interest in such a Unit would contravene or has contravened this Law or the Rules;
            (b) the Operator is operating a type or class of Fund for which it is not authorised under its Licence;
            (c) that due to exceptional circumstances it is in the interest of the Unitholders in the Fund;
            (d) it is in the interests of the DIFC; or
            (e) the Operator has failed to comply with a direction given under Article 21(7);
            the DFSA may issue a stop order directing that no offers, issues, redemptions, sales or transfers of such Units or rights or interests may be made for such a period of time as it thinks appropriate.
            (2) Upon making a decision in relation to Article 70(1) the DFSA shall without undue delay inform the Fund, the Trustee and the Operator in writing of its decision and where requested by any such persons 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 70(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 Unitholders in the Fund.
            (5) Where pursuant to Article 70(4) the DFSA has issued a stop order directing that no offers, issues, redemptions, sales or transfers of Units in a Fund or any rights or interests in such Units may be made without providing a prior opportunity to make representations, the DFSA shall:
            (a) provide the relevant person 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.

        • Part 12: Part 12: The Regulatory Appeals Committee

          • 71. Jurisdiction

            Without in anyway limiting the jurisdiction of the Regulatory Appeals Committee conferred upon it by or under the Regulatory Law 2004 or any other Law administered by the DFSA, the Regulatory Appeals Committee has additional jurisdiction in accordance with Article 27(2)(k) of the Regulatory Law 2004 to hear and determine any appeal where:

            (a) an applicant appeals the decision of the DFSA in relation to an application for the registration of a Fund;
            (b) a Fund, its Trustee or any member of its Governing Body appeals a decision of the DFSA in relation to the exercise of its power to withdraw the registration of the Fund;
            (c) a Fund, its Trustee or any member of its Governing Body appeals the decision of the DFSA to issue vary or withdraw a notice in relation to the Fund or any member of its Governing Body;
            (d) a Fund, its Trustee or any member of its Governing Body appeals the decision of the DFSA in relation to the proposed alteration of a Fund under Part 9; or
            (e) a Fund, its Trustee or any member of its Governing Body appeals the decision of the DFSA to issue a direction or a stop order under the Law.

        • Part 13: Part 13: The Financial Markets Tribunal

          • 72. Jurisdiction of the Financial Markets Tribunal

            (1) Without in any way limiting the jurisdiction of the Financial Markets Tribunal conferred upon it by or under the Regulatory Law 2004 or any other Law administered by the DFSA, the Financial Markets Tribunal has additional jurisdiction as set out in Article 72(2).
            (2) The Financial Markets Tribunal has jurisdiction to hear and determine a proceeding in relation to an issue arising out of an offer of Units of a Fund or out of the operation of a Fund.

        • Part 14: Part 14: Miscellaneous

          • 73. 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.

          • 74. 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 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 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 Collective Investments Law 2006 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 15 of this Law subject to any Rules made under Article 16 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;
            (c) which is in the form of a partnership, the partnership deed; and
            (d) adopting a form other than one specified in (a) to (c), any instrument creating the legal form of the Fund to which the Operator is a party setting out provisions relating to any aspect of the operation or management of the Fund.
            Court the DIFC Court as established under Dubai Law.
            Designated Fund a Foreign Fund which has been designated by the DFSA under Article 20 of the 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 a Fund established or domiciled in the DIFC.
            Foreign Fund a Fund established or domiciled in a jurisdiction other than the DIFC.
            Fund a Collective Investment Fund.
            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 Operator, 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 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 2004 in accordance with chapter 13 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 2006.
            Licence a licence granted by the DFSA under Chapter 2 of Part 3 of the Regulatory Law 2004.
            Listed Fund a Fund which has been admitted to the Official List of Securities of an Authorised Market Institution.
            Offered Securities Rules the rules made under the Markets Law 2004.
            Official List of Securities a list of Securities maintained by an Authorised Market Institution in accordance with the Markets Law 2004 and any rules made for this purpose thereunder.
            Operator the person, described under Article 17(3) of the Law, who is responsible for the management of the property held for or within a Fund and otherwise, operating the Fund and, in relation to a Domestic Fund, is authorised under a Licence granted by the DFSA to operate the Fund.
            Private Fund a Fund of the class prescribed under Article 54 to this Law.
            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 a document containing such information as prescribed by this Law and under any Rules made thereunder and includes a supplementary Prospectus.
            Protected Cell Company has the meaning given in the Companies Law 2004 or Regulations made thereunder.
            Public Fund a Fund of the class prescribed under Article 46 to this Law.
            Recognised Jurisdiction a jurisdiction which has been recognised by the DFSA under Article 20 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 the 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 the person described in Article 18 of the Investment Trust Law 2006, who holds the property of the Fund on trust for the Unitholders and, is authorised under a Licence granted by the DFSA to act as Trustee of a Fund.
            Unit a Unit or share representing the rights or interests of Unitholders in a Fund.
            Unitholder in relation to a Fund, means any holder of a Unit in the Fund or of any right or interest in such a Unit, otherwise known as a 'participant'.

    • Data Protection Law

      Original LawOriginal Law

      Consolidated Version - April 2005Consolidated 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: 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: 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 al 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 al 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: 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: 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: 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: 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: 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: 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 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.

    • Markets Law

      Markets Law 2004

      Original LawOriginal Law

      Consolidated Version - April 2005Consolidated Version - April 2005

      Consolidated Version - February 2007Consolidated Version - February 2007

      Consolidated Version - September 2008Consolidated Version - September 2008

      Consolidated Version - May 2010Consolidated Version - May 2010

      Markets Law 2012

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      • 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: 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: 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: 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: Part 4: Listings

          • 17. Listings and Authorised Market Institutions

            (1) An Authorised Market Institution shall not permit trading of Securities on its facilities unless those Securities:
            (a) are admitted to its Official List of Securities;
            (b) meet the requirements set out in Rules made for the purpose of this Article.
            (2) An Authorised Market Institution shall not maintain its Official List of Securities unless it has an endorsed Licence authorising it to maintain its Official List of Securities.
            (3) 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) an Authorised Market Institution; or
            (b) an applicant for a Licence to operate as an Authorised Market Institution.
            (4) The DFSA may, in its absolute discretion, refuse to grant an application for an endorsement.
            (5) 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.
            (6) The DFSA may endorse the Licence of an Authorised Market Institution authorising it to maintain an Official List of Securities.
            (7) The DFSA may at any time by written notice to an Authorised Market Institution suspend or withdraw the endorsement on its Licence authorising the Authorised Market Institution to maintain an Official List of Securities.
            (8) The DFSA may act under article 17(7) on its own initiative or at the request of an Authorised Market Institution.
            (9) Subject to Article 17(10), 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.
            (10) The requirement imposed on the DFSA under article 17(9) 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.
            (11) Where pursuant to Article 17(10), 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.
            (12) An Authorised Market Institution which has an endorsed Licence authorising it to maintain an Official List of Securities must have a set of listing rules made in accordance with Article 18.
            (13) An Authorised Market Institution may only grant Securities admission to its 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.
            (14) The DFSA may, by written notice:
            (a) object to the admission by an Authorised Market Institution of Securities to its Official List of Securities; or
            (b) impose conditions or restrictions on the admission by an Authorised Market Institution of Securities to its 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 an 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 as a result of having a listed or traded Security in another jurisdiction.
            (15) Where the DFSA objects to the admission to an Official List of Securities in accordance with Article 17(14)(a), the Authorised Market Institution shall not admit the Securities to its Official List of Securities.
            (16) Where the DFSA imposes conditions or restrictions on the admission by an Authorised Market Institution of Securities to its Official List, the Authorised Market Institution shall not admit the Securities to its Official List of Securities unless it complies with the conditions and restrictions.
            (17) Where, pursuant to Article 17(14), the DFSA has objected 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.
            (18) The Regulatory Appeals Committee has jurisdiction to hear and determine any appeal in relation to a decision to:
            (a) refuse an application for an endorsement under this Article;
            (b) object to the admission of Securities to an Official List of Securities under this Article; and
            (c) impose, vary or withdraw a condition or restriction under this Article.

          • 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: 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: Part 6: Disclosure

          • Chapter 1 — 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 — 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 — 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 — 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 — 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: 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: Part 8: Prevention of Market Misconduct

          • Chapter 1 — 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 — 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 — 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: 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: 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: 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 — 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.

    • Trust Law

      Original LawOriginal Law

      Consolidated Version - February 2007Consolidated Version - February 2007

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

      • 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: 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: 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: 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: 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: 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: 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: 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: Part 8: Duties and Powers of Trustees

          • Chapter 1 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 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: 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: 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: 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 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.