Entire Section

  • CIR 8.1A CIR 8.1A Corporate Director

    • Application

      • CIR 8.1A.1

        This chapter applies to:

        (a) an Investment Company which elects to have its sole Corporate Director act as its Fund Manager; and
        (b) that Corporate Director.
        Derived from DFSA RM218/2018 (Made 22nd February 2018) [VER23/12-18]

    • Requirements relating to a Corporate Director

      • CIR 8.1A.2 CIR 8.1A.2

        (1) The Investment Company must:
        (a) not have any directors other than a Corporate Director; and
        (b) have Articles of Association that permit the company to appoint that Corporate Director as its Fund Manager.
        (2) The Corporate Director must ensure that:
        (a) the requirements in (1) are met;
        (b) it is registered under the Companies Law of the DIFC;
        (c) it has at least two individuals appointed as its directors; and
        (d) it does not act as the Fund Manager of any Fund other than the Investment Company or Manage Assets for another Person.
        [Derived from] DFSA RM218/2018 (Made 22nd February 2018) [VER23/12-18]

        • CIR 8.1A.2 Guidance

          1. The Companies Regulations permit Investment Companies to have a sole corporate director. An Investment Company has the option to be internally managed, by having that corporate director act as its Fund Manager. Alternatively, an Investment Company has the option to have an 'external' Fund Manager. In both cases, the Fund Manager must be licensed and is legally accountable to Unitholders in the Fund (i.e., to its shareholders) for the proper management of the Fund (i.e. the Fund Property).
          2. A Corporate Director of an Investment Company, which elects to be internally managed, is required to meet all the other requirements that are applicable to an applicant for a Fund Manager's Licence, including the capital requirements (in PIB), and the adequate systems and controls requirements (in GEN). However, as such a Corporate Director can only act as the Fund Manager of the Investment Company (and not of any other Funds), the systems and controls requirements would apply proportionately to the nature and scale of the activities of that company.
          3. A Corporate Director that is a Fund Manager may delegate and outsource its functions and activities in the same manner and subject to the same requirements as other Fund Managers. A Corporate Director who outsources functions cannot thereby delegate responsibility for meeting the Fund Manager's duties and obligations and its legal accountability to investors in the Fund. Please refer to GEN Rules 5.3.21 and 5.3.22 and CIR Rule 8.12.4 for outsourcing and delegation requirements applicable to Fund Managers.
          Derived from DFSA RM218/2018 (Made 22nd February 2018) [VER23/12-18]