• PART 1 PART 1 LICENSING OF CONTROLLED ACTIVITIES

    • 1. The general prohibition

      (1) No person may carry on a controlled activity in or from the Abu Dhabi Global Market, or purport to do so, unless he is —
      (a) a licensed person; or
      (b) an exempt person.
      (2) The prohibition is referred to in these Regulations as the general prohibition.
      (3) For the purposes of these Regulations, a "licensed person" is a person who has a valid licence to carry on one or more controlled activities.

    • 2. Controlled activities

      (1) An activity is a controlled activity for the purposes of these Regulations if it falls within a description of activity specified as a controlled activity in rules made by the Board.
      (2) Such rules may specify the circumstances in which a person is to be regarded as carrying on (or purporting to carry on) a controlled activity in or from the Abu Dhabi Global Market.

    • 3. Contravention of the general prohibition

      (1) A person who contravenes the general prohibition commits a contravention of these Regulations and shall be liable to a fine not exceeding level 6 on the standard fines scale.
      (2) In proceedings in respect of a contravention under subsection (1), it is a defence for the person accused of the contravention to show that he took all reasonable precautions and exercised all due diligence to avoid committing the contravention.
      (3) An agreement made by a person in the course of carrying on a controlled activity in contravention of the general prohibition shall not, by virtue of such contravention alone, be void or unenforceable.

    • 4. Licensed persons exceeding scope of licence

      (1) If a licensed person carries on a controlled activity in the Abu Dhabi Global Market, or purports to do so, otherwise than in accordance with a licence given to that person under these Regulations he commits a contravention of these Regulations and shall be liable to a fine not exceeding level 5 on the standard fines scale.
      (2) In proceedings in respect of a contravention under subsection (1), it is a defence for the person accused of the contravention to show that he took all reasonable precautions and exercised all due diligence to avoid committing the contravention.

    • 5. False claims to be licensed or exempt

      (1) A person who is neither a licensed person nor, in relation to the controlled activity in question, an exempt person commits a contravention of these Regulations if he —
      (a) describes himself (in whatever terms) as a licensed person;
      (b) describes himself (in whatever terms) as an exempt person in relation to the controlled activity; or
      (c) behaves, or otherwise holds himself out, in a manner which indicates (or which is reasonably likely to be understood as indicating) that he is —
      (i) a licensed person; or
      (ii) an exempt person in relation to the controlled activity.
      (2) A person who commits the contravention set out in subsection (1) shall be liable to a fine not exceeding level 5 on the standard fines scale.
      (3) In proceedings in respect of a contravention under subsection (1), it is a defence for the person accused of the contravention to show that he took all reasonable precautions and exercised all due diligence to avoid committing the contravention.

    • 6. Partnerships

      (1) If a licensed person is a firm —
      (a) it is licensed to carry on the controlled activities concerned in the name of the firm; and
      (b) its licence is not affected by any change in its membership.
      (2) If a licensed person, being a firm, is dissolved, its licence continues to have effect in relation to any individual or firm which succeeds to the business of the dissolved firm.
      (3) For the purposes of this section, an individual or firm is to be regarded as succeeding to the business of a dissolved firm only if succession is to the whole or substantially the whole of the business of the former firm.
      (4) "Firm" means a partnership.
      (5) "Partnership" does not include a partnership which is constituted under the law of any place outside the Abu Dhabi Global Market and is a body corporate.

    • 7. Withdrawal of licence

      (1) This section applies if —
      (a) a licensed person's licence is cancelled; and
      (b) as a result, there is no controlled activity for which he has a licence.
      (2) The Registrar must give a direction withdrawing that person's status as a licensed person.

    • 8. Exemption orders

      (1) The Board may by order ("an exemption order") provide for —
      (a) specified persons; or
      (b) persons falling within a specified class,
      to be exempt from the general prohibition.
      (2) But a person cannot be an exempt person as a result of an exemption order if he has a licence to carry on a controlled activity under these Regulations.
      (3) An exemption order may provide for an exemption to have effect —
      (a) in respect of all controlled activities;
      (b) in respect of one or more specified controlled activities;
      (c) only in specified circumstances;
      (d) only in relation to specified functions;
      (e) subject to conditions.
      (4) "Specified" means specified by the exemption order.

    • 9. Application for a licence

      An application for a licence to carry on one or more controlled activities may be made to the Registrar by —

      (a) an individual;
      (b) a body corporate; or
      (c) a partnership.

    • 10. Granting licences

      (1) On receipt of an application under section 9, the Registrar may grant a licence to the applicant to carry on the controlled activity or activities to which the application relates or such of them as may be specified in the licence if the Registrar is satisfied that the applicant meets the conditions ("conditions of licence") set out in rules made by the Board.
      (2) Rules made under subsection (1) may —
      (a) impose different conditions in relation to different kinds or descriptions of controlled activity or different kinds of person or legal entity;
      (b) require particular kinds of legal entity or organisation to comply with additional formalities, such as notarisation or registration of constitutional documents;
      (c) require applicants intending to carry on particular kinds or descriptions of controlled activity to have and maintain any registration, authorisation, licence, good standing, approval, consent, permission or similar status in any jurisdiction outside the Abu Dhabi Global Market or pursuant to any other law for the time being in force in the Abu Dhabi Global Market;
      (d) impose restrictions on the activities that may be carried on by particular kinds of legal entity or organisation; and
      (e) impose a requirement to pay such periodic fees to the Registrar as the Registrar may from time to time specify.
      (3) A licence shall be valid for such period of time as may be specified by the Registrar in its decision granting the licence. A licensed person wishing to continue to carry on, in or from the Abu Dhabi Global Market, the controlled activities for which it has a licence must, prior to the expiry of such licence, apply for and obtain a new licence in respect of such activities.
      (4) If it grants a licence, the Registrar must specify the licensed controlled activity or activities, described in such manner as the Registrar considers appropriate.
      (5) The Registrar may —
      (a) incorporate in the description of a controlled activity such limitations (for example as to circumstances in which the activity may, or may not, be carried on) as it considers appropriate;
      (b) specify a narrower or wider description of controlled activity than that to which the application relates;
      (c) grant a licence for the carrying on of a controlled activity which is not included among those to which the application relates.
      (6) Every licence granted by the Registrar shall set out —
      (a) a unique licence number for each licence;
      (b) the name of the licensed person;
      (c) the operating name of the licensed person, if different;
      (d) the legal status of the licensed person;
      (e) the address of the licensed person in the Abu Dhabi Global Market;
      (f) the issue date of the licence; and
      (g) the expiry date of the licence.
      (7) The grant of a licence pursuant to these Regulations shall not operate to exempt the licensed person from any requirement or obligation to obtain any other licence, approval, consent, permission, or authorisation or undertake any other formality or process pursuant to any other law for the time being in force in the Abu Dhabi Global Market, including any Federal Law having application in the Abu Dhabi Global Market.
      (8) The grant of a licence, approval, consent, permission, or authorisation or completion of any other formality or process pursuant to any other law for the time being in force in the Abu Dhabi Global Market shall not operate to exempt any person from a requirement to obtain a licence pursuant to these Regulations.

    • 11. Granting licences: special cases

      If the applicant for a licence —
      (a) in relation to a particular controlled activity, is exempt from the general prohibition as a result of an order made under section 8(1); but
      (b) has applied for a licence in relation to another controlled activity,
      the application is to be treated as relating to all the controlled activities which, if a licence is granted, the applicant will carry on.

    • 12. Variation by Registrar at request of licensed person

      (1) The Registrar may, on the application of a licensed person, vary the licence granted to that person by —
      (a) adding a controlled activity to those to which the licence relates;
      (b) removing a controlled activity from those to which the licence relates; or
      (c) varying the description of a controlled activity to which the licence relates.
      (2) The Registrar may, on the application of the licensed person, cancel the licence.
      (3) The Registrar may refuse an application under this section if it appears to it that it is desirable to do so in the interests of the Abu Dhabi Global Market.
      (4) If, as a result of a variation of a licence under this section, there are no longer any controlled activities for which the licensed person concerned has a licence, the Registrar must, once it is satisfied that it is no longer necessary to keep the licence in force, cancel it.
      (5) The Registrar's power to vary a licence under this section extends to including in the licence as varied any provision that could be included if a fresh licence were being granted by it in response to an application under section 9.

    • 13. Variation or cancellation on initiative of Registrar

      (1) The Registrar may exercise its power under this section in relation to a licensed person if it appears to the Registrar that —
      (a) that person is failing, or is likely to fail, to satisfy the conditions of licence applicable to him;
      (b) that person has failed, during a period of at least 12 months, to carry on a controlled activity to which the licence relates; or
      (c) it is desirable to exercise the power in the interests of the Abu Dhabi Global Market.
      (2) The Registrar's power under this section is the power —
      (a) to vary the licence by —
      (i) adding a controlled activity to those to which the licence relates;
      (ii) removing a controlled activity from those to which the licence relates; or
      (iii) varying the description of a controlled activity to which the licence relates; or
      (b) to cancel the licence.
      (3) If, as a result of a variation of a licence under this section, there are no longer any controlled activities for which the licensed person concerned has a licence, the Registrar must, once it is satisfied that it is no longer necessary to keep the licence in force, cancel it.
      (4) The power of the Registrar to vary a licence under this section extends to including in the licence as varied any provision that could be included if a fresh licence were being granted in response to an application under section 9.
      (5) The power of the Registrar under this section is referred to in these Regulations as its own-initiative variation power.

    • 14. Imposition of requirements by Registrar

      (1) Where a person has applied for a licence or the variation of a licence, the Registrar may impose on that person such requirements, taking effect on or after the grant or variation of the licence, as the Registrar considers appropriate.
      (2) The Registrar may exercise its power under subsection (3) in relation to a licensed person if it appears to the Registrar that —
      (a) that person is failing, or is likely to fail, to satisfy the conditions of licence applicable to him;
      (b) that person has failed, during a period of at least 12 months, to carry on a controlled activity to which the licence relates; or
      (c) it is desirable to exercise the power in the interests of the Abu Dhabi Global Market.
      (3) The Registrar's power under this subsection is a power —
      (a) to impose a new requirement;
      (b) to vary a requirement imposed by the Registrar under this section; or
      (c) to cancel such a requirement.
      (4) The Registrar's power under subsection (3) is referred to in these Regulations as its own-initiative requirement power.
      (5) The Registrar may, on the application of a licensed person —
      (a) impose a new requirement on that person;
      (b) vary a requirement imposed by the Registrar under this section on that person; or
      (c) cancel such a requirement.
      (6) The Registrar may refuse an application under subsection (5) if it appears to it that it is desirable to do so in the interests of the Abu Dhabi Global Market.

    • 15. Requirements under section 14: further provisions

      (1) A requirement may, in particular, be imposed —
      (a) so as to require the person concerned to take specified action; or
      (b) so as to require the person concerned to refrain from taking specified action.
      (2) A requirement may extend to activities which are not controlled activities.
      (3) A requirement may be imposed by reference to a partnership's members.
      (4) A requirement may be imposed by reference to the person's relationship with —
      (a) the person's group; or
      (b) other members of the person's group.
      (5) A requirement may be expressed to expire at the end of such period as the Registrar may specify, but the imposition of a requirement that expires at the end of a specified period does not affect the Registrar's power to impose a new requirement.
      (6) A requirement may refer to the past conduct of the person concerned (for example, by requiring the person concerned to review or take remedial action in respect of past conduct).
      (7) In this section "requirement" means a requirement imposed under section 14.

    • 16. Applications under this Part

      (1) An application for a licence must —
      (a) contain a statement of the controlled activity or controlled activities which the applicant proposes to carry on and for which the applicant wishes to have a licence; and
      (b) give the address of a place in the Abu Dhabi Global Market for service on the applicant of any notice or other document which is required or authorised to be served on the applicant under these Regulations.
      (2) An application for the variation of a licence must contain a statement —
      (a) of the desired variation; and
      (b) of the controlled activity or controlled activities which the applicant proposes to carry on if the licence is varied.
      (3) An application for the variation of a requirement imposed under section 14 or for the imposition of a new requirement must contain a statement of the desired variation or requirement.
      (4) An application under this Part must —
      (a) be made in such manner as the Registrar may direct; and
      (b) contain, or be accompanied by, such other information as the Registrar may reasonably require.
      (5) At any time after the application is received and before it is determined, the Registrar may require the applicant to provide it with such further information as it reasonably considers necessary to enable it to determine the application.
      (6) Different directions may be given, and different requirements imposed, in relation to different applications or categories of application.
      (7) The Registrar may require an applicant to provide information which the applicant is required to provide to it under this section in such form, or to verify it in such a way, as the Registrar may direct.
      (8) The Board may make rules requiring the payment to the Registrar of such fees, in connection with applications made under this Part, as are specified in the rules. Such rules may prescribe different levels of fees for different types of applicant or different types of controlled activity. Any fee which is owed to the Registrar under any provision made by such rules may be recovered as a debt due to the Registrar. The Registrar may reject an application which is not accompanied by the payment to the Registrar of the fees due on such application.

    • 17. Determination of applications

      (1) An application under this Part must be determined by the Registrar before the end of the period of 1 month beginning with the date on which it received the completed application.
      (2) The Registrar may determine an incomplete application if it considers it appropriate to do so; and it must in any event determine such an application within 3 months beginning with the date on which it received the application.
      (3) The applicant may withdraw the application, by giving the Registrar written notice, at any time before the Registrar determines it.
      (4) If the Registrar grants an application —
      (a) for a licence;
      (b) for the variation or cancellation of a licence;
      (c) for the variation or cancellation of a requirement imposed under section 14; or
      (d) for the imposition of a new requirement under that section,
      it must give the applicant written notice.
      (5) The notice must state the date from which the licence, variation, cancellation or requirement has effect.

    • 18. Determination of applications: warning notices and decision notices

      (1) If the Registrar proposes —
      (a) to grant a licence but to exercise its power under section 10(5)(a) or (b);
      (b) to grant a licence but to exercise its power under section 14(1) in connection with the application for a licence;
      (c) to vary a licence on the application of a licensed person but to exercise its power under section 10(5)(a) or (b);
      (d) to vary a licence but to exercise its power under section 14(1) in connection with the application for variation,
      it must give the applicant a warning notice.
      (2) If the Registrar proposes to refuse an application made under this Part, it must give the applicant a warning notice.
      (3) If the Registrar decides —
      (a) to grant a licence but to exercise its power under section 10(5)(a) or (b);
      (b) to grant a licence but to exercise its power under section 14(1) in connection with the grant of the licence;
      (c) to vary a licence on the application of a licensed person but to exercise its power under section 10(5)(a) or (b);
      (d) to vary a licence on the application of a licensed person but to exercise its power under section 14(1) in connection with the variation; or
      (e) to refuse an application made under this Part,
      it must give the applicant a decision notice.

    • 19. Exercise of own-initiative power: procedure

      (1) This section applies to an exercise of the own-initiative variation power or own-initiative requirement power in relation to a licensed person ("A").
      (2) A variation of a licence or the imposition or variation of a requirement takes effect —
      (a) immediately, if the notice given under subsection (4) states that that is the case;
      (b) on such date as may be specified in the notice; or
      (c) if no date is specified in the notice, when the matter to which the notice relates is no longer open to review.
      (3) A variation of a licence, or the imposition or variation of a requirement, may be expressed to take effect immediately (or on a specified date) only if the Registrar, having regard to the ground on which it is exercising its own-initiative variation power or own-initiative requirement power, reasonably considers that it is necessary for the variation, or the imposition or variation of the requirement, to take effect immediately (or on that date).
      (4) If the Registrar proposes to vary a licence or to impose or vary a requirement, or varies a licence or imposes or varies a requirement, with immediate effect, it must give A written notice.
      (5) The notice must —
      (a) give details of the variation of the licence or the imposition or variation of the requirement;
      (b) state the Registrar's reasons for the variation of the licence or the imposition or variation of the requirement;
      (c) inform A that A may make representations to the Registrar within such period as may be specified in the notice (whether or not A has referred the matter to the court);
      (d) inform A of when the variation of the licence or the imposition or variation of the requirement takes effect; and
      (e) inform A of A's right to refer the matter to the court.
      (6) The Registrar may extend the period allowed under the notice for making representations.
      (7) If, having considered any representations made by A, the Registrar decides —
      (a) to vary the licence, or impose or vary the requirement, in the way proposed; or
      (b) if the licence has been varied or the requirement imposed or varied, not to rescind the variation of the licence or the imposition or variation of the requirement,
      it must give A written notice.
      (8) If, having considered any representations made by A, the Registrar decides —
      (a) not to vary the licence, or impose or vary the requirement, in the way proposed,
      (b) to vary the licence or requirement in a different way, or impose a different requirement; or
      (c) to rescind a variation or requirement which has effect,
      it must give A written notice.
      (9) A notice under subsection (7) must inform A of A's right to refer the matter to the court.
      (10) A notice under subsection (8)(b) must comply with subsection (5).
      (11) If a notice informs A of A's right to refer a matter to the court, it must give an indication of the procedure on such a reference.
      (12) For the purposes of subsection (2)(c), whether a matter is open to review is to be determined in accordance with section 51(9).

    • 20. Cancellation of licence: procedure

      (1) If the Registrar proposes to cancel a licensed person's licence otherwise than at the person's request, it must give the person a warning notice.
      (2) If the Registrar decides to cancel a licensed person's licence otherwise than at the person's request, it must give the person a decision notice.

    • 21. Right to refer matters to the court

      (1) An applicant who is aggrieved by the determination of an application made under this Part may refer the matter to the court.
      (2) A licensed person who is aggrieved by the exercise by the Registrar of its own-initiative variation power or its own-initiative requirement power may refer the matter to the court.