Law No. (8) of 2020 Concerning Abu Dhabi Securities Exchange Campany “Public Joint Stock Company”
Abu Dhabi Official Gazette, 31 March 2020
Article 1 — Definitions ¶
In the implementation of the provisions of this Law, the following words and
phrases shall have the meanings corresponding thereto, unless the context
requires otherwise:
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State : The United Arab Emirates.
Emirate : The Emirate of Abu Dhabi.
Executive Council : The Executive Council of the Emirate.
Holding Company : Abu Dhabi Development Holding Company “Public
Joint Stock Company”.
Company : Abu Dhabi Securities Exchange Company “Public
Joint Stock Company”.
Board of Directors : The Company's Board of Directors.
Exchange : Abu Dhabi Securities Exchange.
Corporation : Abu Dhabi Securities Exchange Corporation.
Article 2 — Amendment of the Exchange’s Legal Form ¶
• The legal form of Abu Dhabi Securities Exchange market shall be amended
from a public Corporation to Abu Dhabi Securities Exchange Company
"public joint stock company", and the Company shall replace the
Corporation in all rights and obligations as well as in all agreements and
rights concluded between the Corporation and third parties.
• The Company shall have an independent legal personality, full legal
capacity to act and financial and administrative independence.
• The Company may use an abbreviated name as determined by the Board
of Directors.
• The Company’s name, abbreviated name and legal form may be changed
according to the procedures specified by its Articles of Association.
Article 3 — Main Office of the Company ¶
The Company shall have its main office in the city of Abu Dhabi, and the
Board of Directors may establish branches, offices or agencies inside and
outside the State.
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Article 4 — Capital of the Company ¶
• The authorised capital of the Company is determind at five hundred
million Dirhams (500,000,000) divided into five hundred million shares
(500,000,000). The nominal value of the share is one Dirham.
• The issued capital of the Company is determind at one hundred million
Dirhams (100,000,000) divided into one hundred million shares
(100,000,000). The nominal value of the share is one Dirham.
• All the Company’s shares, upon its establishment, shall be wholly owned
by the Holding Company.
• The Company’s capital may be increased or decreased as specified by its
Articles of Association.
• Shareholders may sell or transfer some or all of their shares to any other
party or shareholder, and they may also offer the Company's shares for
public and private offering, in accordance with the Company’s Articles of
Association.
Article 5 — Objectives of the Company ¶
The Company assumes through the Board of Directors or its representative
all the objectives stated in its Articles of Association, and in particular the
following:
1. Managing and organising the Exchange, including listing and trading
securities and financial instruments, and carrying out deposit, clearing,
settlement and central clearing operations.
2. Providing the appropriate climate for the interaction of supply and
demand forces in the Exchange in accordance with the principles of
fairness, transparency and efficiency, and carrying out regulation,
implementation, supervision, control and inspection functions.
3. Providing, configuring and managing one or more platforms for trading
securities and financial instruments, whether through the trading
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session or not, or any other new mechanism, and providing related
services such as services provided to brokers, market makers, liquidity
providers, and other new services.
4. Providing, configuring and managing one or more platforms (or exchange)
to list securities and financial instruments, and provide services to
issuers such as underwriting services, underwriting support services,
record-keeping service, general assembly management, cash dividend
distribution, and other new services.
5. Carrying out depositing, clearing and settling securities and financial
instruments, and providing related services, including investor services,
custody of securities services, securities lending and borrowing services,
and other new services.
6. Carrying out central clearing works (central counterparty), and providing
related services, including managing and investing cash collateral,
securities guarantees, and other services.
7. Issuing and listing of securities, financial instruments and derivatives
thereon.
8. Regulating, implementing, supervising, controlling and inspecting
institutions and companies operating in the Exchange, such as brokers,
custodians, clearing entity members, and others, and taking any
necessary measures for the same, including issuing licenses, registering,
determining and collecting fees for the services it provides, and other
procedures.
9. Monitoring trading operations on securities and financial instruments
in accordance with the legislations in force to ensure transparency and
fairness among Exchange customers.
10. Providing services of dispute resolution arising between parties in
relation to transactions on securities and financial instruments.
11. Establishing, acquiring or entering into partnership or ownership of any
company, institution, or fund whose purposes include carrying out any
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of the financial exchange activities or any other commercial activity
supporting the Exchange function in accordance with the rules and
procedures approved by the shareholders.
12. Carrying out investment in all its forms and managing financial surpluses
owned by it inside and outside the State.
13. Providing financial services and products related to the operational and
commercial activity of the Exchange.
14. Managing the cash amounts resulting from the distribution of cash
dividends and depositing them with banks and financial institutions, so
as to manage them and own their returns according to the regulations
and rules or according to the contract with the parties.
15. Managing cash collateral and securities belonging to clearing members
and others, investing them and owning their returns according to the
regulations and rules or according to the contract with parties.
16. Any other competencies assigned by the Executive Council or by a
resolution from the Company’s shareholders.
Article 6 — Board of Directors ¶
• The Company shall be managed by a Board of Directors to be formed and
whose competencies to be defined in accordance with the Company's
Articles of Association.
• The Board of Directors shall propose the Articles of Association of the
Company and submit it to the Holding Company for approval.
Article 7 — Term of the Company ¶
The term of the company is ninety-nine (99) Gregorian years, starting
from the date of its registration in the Commercial Register, to be renewed
automatically for other periods according to the provisions of the Company's
Articles of Association.
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Article 8 — Company’s Financial Resources ¶
The Company’s financial resources shall be composed of:
1. Commissions imposed on trading in accordance with the legislations in
force.
2. The fees of the provided services.
3. Fines imposed on violators according to the legislations in force.
4. Any other resources approved by the Board of Directors.
Article 9 — Auditor ¶
The Company shall appoint one or more certified auditors, and the Company’s
Articles of Association shall specify the method of their appointment and
determine their remuneration.
Article 10 — Fiscal Year ¶
The fiscal year of the Company shall begin from the first of January and end
on December 31st each year, with the exception of the first fiscal year which
shall begin from the date of registration of the Company in the Commercial
Register and end on December 31st of the following year.
Article 11 — Validity of Licences, Rules and Regulations ¶
• The Company shall be subject to all licenses, permits, exceptions or
approvals issued by the federal and local government entities in the State
that the Exchange had on the date of issuance of this Law, and they shall
remain valid after the enforcement of its provisions.
• The regulations, systems and resolutions in force at the Exchange shall
remain enforceable until the issuance of the regulations, rules and
resolutions of the Company.
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Article 12 — Abrogation of Violating Provisions ¶
• The aforesaid Law No. (3) of 2000 shall be repealed.
• Any text or provision violating or contradicting the provisions of this Law
shall be repealed.
Article 13 — Effective Date ¶
This Law shall be effective from the date of its issuance and published in the
Official Gazette.
Issued by us in Abu Dhabi
On: 17 March 2020
Corresponding to: 22 Rajab 1441 Hijri
Khalifa bin Zayed Al Nahyan
Ruler of Abu Dhabi
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Unofficial text extracted from public documents; formatting and completeness are not guaranteed. Verify against the official source. In case of conflict, the Arabic text prevails. Not legal advice. Official source ↗