Part 2 Part 2 Rules and Guidance
Chapter 1 Chapter 1 Rule-making Powers
3. General rule-making power of the Regulator(1) The Regulator may make Rules for carrying out the purposes of these Regulations or furthering one or more of its objectives under section 1(3).(2) The powers specified in subsection (3) and in any other provision of these Regulations are without prejudice to the generality of subsection (1).(3) The Regulator may make such Rules applying to Authorised Persons and Recognised Bodies—(a) with respect to the carrying on by them of Regulated Activities; or(b) with respect to the carrying on by them of activities which are not Regulated Activities;as appear to the Regulator to be necessary or expedient for the purpose of furthering one or more of its objectives.(4) Such Rules may make provision applying to Authorised Persons or Recognised Bodies even if there is no relationship between the Authorised Persons or Recognised Bodies to whom the Rules will apply and the persons whose interests will be protected by the Rules.(5) Such Rules may contain requirements which take into account, in the case of an Authorised Person or Recognised Bodies who is a member of a Group, any activity of another member of the Group.(6) Any power of the Regulator to make Rules under these Regulations may be exercised so as to impose requirements on persons who are not Authorised Persons, Approved Persons or Recognised Bodies.
Specific rule-making powers
4. Client Money Rules(1) The Regulator may make Rules relating to the handling of money ("Client Money") held by an Authorised Person in Specified circumstances, which may —(a) make provision which results in that money being held on trust (which may be one or more separate trusts) in accordance with the Rules;(b) treat two or more accounts as a single account for Specified purposes (which may include the distribution of money held in the accounts);(c) authorise the retention by the Authorised Person of interest accruing on the money; and(d) make provision as to the distribution of such interest which is not to be retained by the Authorised Person.(2) An institution with which an account is kept in pursuance of Rules relating to the handling of Client Money does not incur any liability as constructive trustee if the money is wrongfully paid from the account, unless the institution permits the payment —(a) with knowledge that it is wrongful; or(b) having deliberately failed to make enquiries in circumstances in which a reasonable and honest person would have done so.(3) Rules made by the Regulator may —(a) confer rights on persons to rescind agreements with, or withdraw offers to, Authorised Persons within a Specified period; and(b) make provision, in respect of Authorised Persons and persons exercising those rights, for the restitution of property and the making or recovery of payments where those rights are exercised.
5. Islamic Finance Rules
The Regulator may make Rules applying to Authorised Persons —(a) prescribing the requirements that must be met by a person applying for a Financial Services Permission to carry on Islamic Financial Business;(b) providing for such requirements to be varied in cases where an Application is made by an Applicant which is, at the time at which it submits its Application, regulated in a jurisdiction other than the Abu Dhabi Global Market;(c) prescribing certain persons or categories of person to be exempted from the requirements referred to in paragraph (a); and(d) prescribing exemptions from any requirements imposed by or under these Regulations under paragraph (a) that are to be —(i) limited to certain Islamic Financial Business activities or Specified circumstances; or(ii) subject to certain conditions and restrictions as the Regulator may determine.
5A. Operating a Crypto Asset Business(1) The Regulator may by Rules prescribe—(a) Accepted Crypto Assets that meet the requirements for engaging in the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market;(b) the requirements and factors that, in the opinion of the Regulator, are to be taken into account in determining whether or not a Crypto Asset meets the requirements to be considered an Accepted Crypto Asset;(c) the requirements applicable to the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market; and(d) such additional requirements as the Regulator considers appropriate that Authorised Persons Operating a Crypto Asset Business must comply with, including any requirements imposed under the Rules made under these Regulations.(2) Without limiting the generality of its powers the Regulator may, by written notice—(a) exclude the application of any requirement imposed by the Rules for engaging in the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market; or(b) impose on an Authorised Person engaged in the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market any additional obligations that the Regulator considers appropriate; or(c) require an Authorised Person engaged in the Regulated Activity of Operating a Crypto Asset Business in or from the Abu Dhabi Global Market to take such action as is specified by the Regulator; or(d) require an Authorised Person Operating a Crypto Asset Exchange to obtain a Recognition Order to become a Recognised Investment Exchange under section 121 of these Regulations, and the Rules made under these Regulations, where the Regulator is satisfied that it is in the interests of the Abu Dhabi Global Market to do so and on such terms and conditions as the Regulator considers appropriate.
Added on June 25, 2018
6. Carrying on Regulated Activities by way of business(1) The Regulator may make Rules which make provision —(a) as to the circumstances in which a person who would otherwise not be regarded as carrying on a Regulated Activity by way of business is to be regarded as doing so;(b) as to the circumstances in which a person who would otherwise be regarded as carrying on a Regulated Activity by way of business is to be regarded as not doing so.(2) Rules under subsection (1) may be made so as to apply —(a) generally in relation to all Regulated Activities;(b) in relation to a Specified category of Regulated Activity; or(c) in relation to a particular Regulated Activity.
7. Other specific rule-making powers(1) The Regulator may make Rules requiring Authorised Persons to take Specified steps in connection with the setting by a Specified person of a Specified Benchmark. Such Rules may in particular —(a) require Authorised Persons to whom the Rules apply to provide information of a Specified kind, or expressions of opinion as to Specified matters, to persons determined in accordance with the Rules;(b) make provision about the form in which and the time by which any information or expression of opinion is to be provided;(c) make provision by reference to any code or other Document published by the person responsible for the setting of the Benchmark or by any other person determined in accordance with the Rules, as the code or other Document has effect from time to time; and(d) make provision that the code or other Document referred to in paragraph (c) is to be capable of affecting obligations imposed by the Rules only if Specified requirements are met in relation to it.(2) The Regulator may make Rules prescribing the conditions ("Threshold Conditions") that must be satisfied by Authorised Persons as a condition of obtaining and maintaining a Financial Services Permission ("Threshold Condition Rules"). Such Rules may in particular —(a) specify requirements which a person must satisfy in order to be regarded as satisfying a particular Threshold Condition in relation to any Regulated Activities; and(b) specify matters which are, or may be, or are not, relevant in determining whether a person satisfies a particular Threshold Condition in relation to any Regulated Activities.(3) The Regulator may make Rules about the disclosure and use of information held by an Authorised Person ("A"). Such Rules may —(a) require the withholding of information which A would otherwise be required to disclose to a person ("B") for or with whom A does business in the course of carrying on any Regulated Activity or other activity;(b) specify circumstances in which A may withhold information which A would otherwise be required to disclose to B;(c) require A not to use for the benefit of B information —(i) which is held by A; and(ii) which A would otherwise be required to use for the benefit of B; and(d) specify circumstances in which A may decide not to use for the benefit of B information within paragraph (c).(4) The Regulator may make Rules as to the circumstances and manner in which, the conditions subject to which, and the time when or the period during which, action may be taken for the purpose of stabilising the price of Specified Investments.(5) The Regulator may make Rules which treat a person who acts or engages in conduct —(a) for the purpose of stabilising the price of investments; and(b) in conformity with such provisions corresponding to price stabilising rules and made by a body or authority outside the Abu Dhabi Global Market as may be Specified;as acting, or engaging in that conduct, for that purpose and in conformity with Price Stabilising Rules.(6) The Regulator may make Rules in connection with the creation and implementation of anti-money laundering measures, policies and procedures, including Rules as to:(a) the persons or classes of persons who shall be subject to any such measures, policies and procedures;(b) the nature and extent of any duty, requirement, prohibition, obligation or responsibility applicable to such persons; and(c) registration of any or all such persons with the Regulator, including the criteria that person must meet to become and remain registered by the Regulator.(7) The Regulator may make Rules applicable to Approved Persons or other employees or persons connected with Authorised Persons, with respect to the conduct required of such persons. Such Rules may relate to the conduct required of such persons in relation to —(a) the performance by them of Controlled Functions; or(b) the performance by them of any other functions in relation to the carrying on by Authorised Persons of Regulated Activities.(8) The Board may make Rules requiring the payment to the Regulator of such fees, in connection with applications made under these Regulations, as are specified in the Rules. The Regulator may reject an application which is not accompanied by the payment to the Regulator of the fees due on such application.(9) The Board may make Rules requiring the payment of such periodic fees to the Regulator by Authorised Persons and Recognised Bodies, as the Rules specify.(10) Rules made under subsection (8) or (9) may prescribe different levels of fees for different types of applicant or different types of Regulated Activity.(11) Any fee which is owed to the Regulator under any provision made by such Rules may be recovered as a debt due to the Regulator.
Amended on (21 February 2018 and 8 April 2019).
8. General supplementary powers
Rules made by the Regulator —(a) may make different provision for different cases and may, in particular, make different provision in respect of different descriptions of Authorised Persons, activities or investments;(b) may make provision by reference to other Rules made by the Regulator, as those Rules have effect from time to time; and(c) may contain such incidental, supplemental, consequential and transitional provision as the Regulator considers appropriate.
Amended on (21 February 2018).
Chapter 2 Chapter 2 Rules: Modification, Waiver, Contravention and Procedural Provisions
Modification or waiver of Rules
9. Modification or waiver of Rules(1) The Regulator may, on the application or with the consent of a person who is subject to Rules made by the Regulator, direct that all or any of those Rules —(a) are not to apply to that person; or(b) are to apply to that person with such modifications as may be specified in the Direction.(2) An application must be made in such manner as the Regulator may direct.(3) The Regulator may not give a Direction unless it is satisfied that —(a) compliance by the person with the Rules, or with the Rules as unmodified, would be unduly burdensome or would not achieve the purpose for which the Rules were made; and(b) the Direction would not adversely affect the advancement of any of the Regulator's objectives.(4) A Direction may be given subject to conditions.(5) The Regulator may —(a) revoke a Direction; or(b) vary it on the application, or with the consent, of the person to whom it relates.
10. Publication of Directions under section 9(1) Subject to subsection (2), a Direction must be published by the Regulator in such a way as it deems most suitable for bringing the Direction to the attention of —(a) persons likely to be affected by it; and(b) persons who are, in the opinion of the Regulator, likely to make an application for a similar Direction.(2) Subsection (1) does not apply if the Regulator is satisfied that it is inappropriate or unnecessary to publish the Direction.(3) In deciding whether it is satisfied as mentioned in subsection (2), the Regulator must —(a) consider whether the publication of the Direction would be detrimental to the stability of the Abu Dhabi Global Market Financial System;(b) take into account whether the Direction relates to a contravention which is actionable in accordance with section 242; and(c) consider whether publication of the Direction would prejudice, to an unreasonable degree, the commercial interests of the person concerned or any other member of the person's Group.(4) For the purposes of subsection (3)(c), the Regulator must consider whether it would be possible to publish the Direction without the consequence mentioned in that paragraph occurring, by publishing it without disclosing the identity of the person concerned.
Contravention of Rules
11. Limits on effect of contravening Rules
A contravention of a Rule shall not make any transaction void or unenforceable under these Regulations.
12. Rule-Making Instruments(1) Any power conferred on the Regulator to make Rules is exercisable in writing.(2) A Rule-Making Instrument must be published by the Regulator on its website.(3) A person is not to be taken to have contravened any Rule made by the Regulator if the person shows that at the time of the alleged contravention the Rule-Making Instrument concerned had not been published in accordance with subsection (2).
13. Verification of Rules(1) The production of a printed copy of a Rule-Making Instrument purporting to be made by the Regulator —(a) on which is endorsed a certificate signed by a person duly authorised by the Regulator for that purpose; and(b) which contains the required statements;is evidence of the facts stated in the certificate.(2) The required statements are —(a) that the Rule-Making Instrument was made by the Regulator;(b) that the copy is a true copy of the Rule-Making Instrument; and(c) that on a specified date the Rule-Making Instrument was published.(3) A certificate purporting to be signed as mentioned in subsection (1)(a) is to be taken to have been properly signed unless the contrary is shown.(4) A person who wishes in any legal proceedings to rely on a Rule-Making Instrument may require the Regulator to endorse a copy of the Rule-Making Instrument with a certificate of the kind mentioned in subsection (1).
14. Consultation(1) Before a Regulator makes, modifies or replaces Rules, it must publish a draft of the Rules on its website.(2) The draft must be accompanied by a notice that representations about the proposal may be made to the Regulator within a specified time.(3) Before the Regulator issues the Rules, it may have regard to any representations made to it in accordance with subsection (2).(4) Subsections (1) to (3) do not apply if the Regulator considers that there is an urgent need to publish the Rules or that the delay involved in complying with such provisions would be prejudicial to its objectives.(5) Any consultation on Rules undertaken in advance of these Regulations entering into force shall be deemed to have been undertaken in accordance with this section.
Chapter 3 Chapter 3 Guidance
15. Power of the Regulator to give Guidance(1) The Regulator may give Guidance with respect to —(a) the operation of any provision of these Regulations and of any Rules made by the Regulator;(b) any other matter relating to the functions and powers of the Regulator; and(c) any other matters about which it appears to the Regulator to be desirable to give Guidance.(2) Guidance is indicative and non-binding and may comprise —(a) Guidance made and issued by the Regulator as notations to the Rules; and(b) any Guidance issued by the Regulator which has not been incorporated into the Rules.(3) Nothing shall constitute Guidance unless it is published by the Regulator on its website.
Chapter 4 Anti-Money Laundering Powers
15A. Powers of the Regulator(1) This chapter is made in recognition of the application in the Abu Dhabi Global Market of Federal Decree by Law No. 20 of 2018 on Anti Money Laundering, Combating the Financing of Terrorism and Financing of Illegal Organisations, Federal Law No. 7 of 2014 on Combating Terrorism Offences and any other Federal legislation relating to money laundering, terrorist financing, the financing of unlawful organisations or sanctions non-compliance.(2) A reference in these Regulations to money laundering is taken to include terrorist financing, the financing of unlawful organisations and sanctions non-compliance.(3) The Regulator:(a) is designated as the Supervisory Authority for the Abu Dhabi Global Market, for the purposes of the Federal AML Legislation;(b) is responsible for regulation in relation to money laundering in the Abu Dhabi Global Market; and(c) has the power to supervise compliance with relevant AML laws in the State by Relevant Persons.(4) The Regulator may, by written notice, deem a person to be a Relevant Person for the purposes of this Chapter and the Rules made under these Regulations, subject to such terms and conditions as it may consider appropriate.(5) Nothing in this section 15A is intended to limit any function or power conferred on another body or authority under the Federal AML Legislation.
Added on (15 April, 2019).
15B. Anti-Money Laundering Obligations of Relevant Persons(1) A Relevant Person shall comply with Federal AML Legislation as it applies to such person in the Abu Dhabi Global Market.(2) A Relevant Person shall comply with any duty, requirement, prohibition, obligation or responsibility to which that person is subject under the Rules.(3) Where the Regulator detects conduct that it suspects may relate to money laundering, it shall promptly report its suspicions to the relevant authority exercising powers and performing functions under the relevant Federal AML Legislation.(4) A Relevant Person shall conduct customer due diligence as specified in the Rules.(5) A Relevant Person shall maintain records relating to customer due diligence, transactions and anti-money laundering measures as prescribed in the Rules.
Added on (15 April, 2019).