• GEN 4. GEN 4. GENERAL PROVISIONS

    • GEN 4.1 GEN 4.1 Application

      • GEN 4.1.1

        (1) Rules 4.2 and 4.8 apply to every Person to whom any provision in the Rulebook applies.
        (2) Rule 4.4 applies to every Authorised Person and Recognised Body.
        (3) Rules 4.5 and 4.6 apply to every Authorised Person, Recognised Body and Person who has submitted an application for authorisation to carry on one or more Regulated Activities.
        (4) Rule 4.7 applies to any Person who has been affected by the activities of the Regulator.
        (5) Rule 4.8 applies to the Regulator.
        (6) This Chapter does not apply to a Representative Office.
        Amended on (3 February, 2020).

    • GEN 4.2 GEN 4.2 Interpreting the Rulebook

      • Guidance

        • Interpretation

          1. Every provision in the Rulebook must be interpreted in the light of its purpose. The purpose of any provision is to be gathered first and foremost from the text of the provision in question and its context among other relevant provisions.
          2. When this Rule refers to a provision, this means every type of provision, including Rules and Guidance.
          3. Where reference is made in the Rulebook to another provision of the Rulebook or other Regulations and Rules, it is a reference to that provision as amended from time to time.
          4. Unless the contrary intention appears:
          a. words in the Rulebook importing the masculine gender include the feminine gender and words importing the feminine gender include the masculine; and
          b. words in the Rulebook in the singular include the plural and words in the plural include the singular.
          5. If a provision in the Rulebook refers to a communication, notice, agreement, or other Document 'in writing' then, unless the contrary intention appears, it means in legible form and capable of being reproduced on paper, irrespective of the medium used. Expressions related to writing must be interpreted accordingly.
          6. Any reference to 'dollars' or '$' is a reference to United States Dollars unless the contrary intention appears.
          7. References to sections made throughout the Rulebook are references to sections in the FSMR unless otherwise stated.
          8. 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 ADGM, the obligation must take place on the next calendar day which is a Business Day.

        • Defined Terms

          9. Defined terms are identified throughout the Rulebook by the capitalisation of the initial letter of a word or of each word in a phrase and are defined in GLO, however, where a word or phrase is used only in a prudential context in PRU then for convenience purposes it is also defined under Rule 1.2.1 of PRU. Unless the context otherwise requires, where capitalisation of the initial letter is not used, an expression has its natural meaning.

    • GEN 4.3 GEN 4.3 Emergency

      • GEN 4.3.1 GEN 4.3.1

        (1) If an Authorised Person or Recognised Body is unable to comply with a particular Rule due to an emergency which is outside its or its Employees' control and could not have been avoided by taking all reasonable steps, the Authorised Person or Recognised Body will not be in Contravention of that Rule to the extent that, in consequence of the emergency, compliance with that Rule is impractical.
        (2) This Rule applies only for so long as the consequences of the emergency continue and the Authorised Person or Recognised Body is able demonstrate that it is taking all practical steps to deal with those consequences, to comply with the Rule, and to mitigate losses and potential losses to its Customers or users.
        (3) An Authorised Person or Recognised Body must notify the Regulator as soon as practical of the emergency and of the steps it is taking and proposes to take to deal with the consequences of the emergency.
        Amended on (3 February, 2020).

        • Guidance

          1. Procedures for notification to the Regulator are set out in Rule 8.11.
          2. The provisions in Rule 4.3.1 do not affect the powers of the Regulator under section 1(1) and (2) of the FSMR.

    • GEN 4.4 GEN 4.4 Disclosure of regulatory status

      • GEN 4.4.1

        Neither an Authorised Person nor a Recognised Body must misrepresent its status expressly or by implication.

      • GEN 4.4.2

        (1) Each Authorised Person and Recognised Body must take reasonable care to ensure that every key business Document which is made available to third parties in connection with the Authorised Person or Recognised Body carrying on a Regulated Activity in or from the ADGM includes one of the disclosures under this Rule.
        (2) A key business Document includes letterhead whether issued by post, fax or electronic means, terms of business, Client Agreements, written promotional materials, business cards, Prospectuses and websites but does not include compliment slips, account statements or text messages.
        (3) The disclosure required under this Rule is: 'Regulated by the ADGM Financial Services Regulatory Authority'; or
        (4) The Regulator's logo must not be reproduced without express written permission from the Regulator and in accordance with any conditions for use.
        (5) Rules 4.4.2(1) to (4) also apply to the operation and administration of an Official List of Securities by a Recognised Body.

    • GEN 4.5 GEN 4.5 Location of offices

      • GEN 4.5.1 GEN 4.5.1

        (1) Where an Authorised Person, a Recognised Body or a Person who has submitted an application for authorisation to carry on one or more Regulated Activities, is a Body Corporate incorporated in the ADGM, its head office and registered office must be in the ADGM.
        (2) Where an Authorised Person, a Recognised Body or a Person who has submitted an application for authorisation to carry on one or more Regulated Activities, is a Partnership established under the Limited Liability Partnership Regulations 2015 or the Partnership Act 1890, its head office must be in the ADGM.

        • Guidance

          1. In considering the location of an Authorised Person or Recognised Body's head office, the Regulator will have regard to the location of its Directors, partners and senior management and to the main location of its day-to-day operational, control, management and administrative arrangements and will judge matters on a case by case basis.
          2. Under the fit and proper test for Authorised Persons or the Recognition Requirements for Recognised Bodies, an Authorised Person or Recognised Body which does not satisfy the Regulator with respect to the location of its offices will, on this point alone not be considered fit and proper or able to satisfy the Recognition Requirements.

    • GEN 4.6 GEN 4.6 Close links

      • GEN 4.6.1 GEN 4.6.1

        (1) Where an Authorised Person, Recognised Body or a Person who has submitted an application for authorisation to carry on one or more Regulated Activities has Close Links with another Person, the Regulator must be satisfied that those Close Links are not likely to prevent the effective supervision by the Regulator of the Authorised Person or Recognised Body.
        (2) In assessing whether the Close Links between an Authorised Person, Recognised body or a Person who has submitted an application under (1), with another person will not prevent the effective supervision by the Regulator of that Authorised Person, Recognised Body or Person, the Regulator will consider:
        (a) the nature of the relationship between the Authorised Person, Recognised Body or Person and the person with whom they have Close Links;
        (b) whether those Close Links are, or that relationship is, likely to prevent the Regulator's effective supervision of the Authorised Person, Recognised Body or Person; and
        (c) if the person with whom the Authorised Person, Recognised Body or Person has Close Links is subject to the laws, regulations or administrative provisions of a country, territory or jurisdiction other than the ADGM, (the "Foreign Provisions"), whether those Foreign Provisions, or any deficiency in their enforcement, would prevent the Regulator's effective supervision of the Authorised Person, Recognised Body or Person.
        (3) If requested by the Regulator the Authorised Person or Recognised Body must submit a Close Links report or notification, in a form specified by the Regulator. This may be requested on an ad hoc or periodic basis.

        • Guidance

          1. Procedures for notification to the Regulator are set out in Rule 8.11.
          2. Under the fit and proper test for Authorised Persons and the requirements for a Financial Services Permission to be granted to Recognised Bodies, an Authorised Person or Recognised Body which does not satisfy the Regulator with respect of its Close Links will, on this point alone, not be considered fit and proper or able to satisfy the Recognition Requirements.

    • GEN 4.7 GEN 4.7 Complaints against the Regulator

      • Guidance

        1. A Person who feels he has been adversely affected by the manner in which the Regulator has carried out its functions may make a Complaint to the Regulator about its conduct or the conduct of its Employees.
        2. A Complaint must be in writing and should be addressed to the Chief Executive of the Regulator. The Complaint will be dealt with by the Regulator in a timely manner.

      • Maintenance and publication

        • GEN 4.7.1

          The records required to be maintained and published by the Regulator pursuant to section 196 of the FSMR shall be published and maintained in either or both of the following manners:

          (1) by maintaining hard copy records which are made available for inspection at the premises of the Regulator during normal business hours; or
          (2) by maintaining an electronic version of the records and making the information from those records available through the Regulator's website.

    • GEN 4.8 GEN 4.8 Public records

      • Maintenance and publication

        • GEN 4.8.1

          The records required to be maintained and published by the Regulator pursuant to section 196 of the FSMR shall be published and maintained in either or both of the following manners:

          (a) by maintaining hard copy records which are made available for inspection at the premises of the Regulator during normal business hours; or
          (b) by maintaining an electronic version of the records and making the information from those records available through the Regulator's website.

    • GEN 4.9 GEN 4.9 Communication with the Regulator

      • GEN 4.9.1

        An Authorised Person and Recognised Body must ensure that any communication with the Regulator is conducted in the English language.