Federal Decree by Law Regarding the Regulation of Capital Market

Article 1 — Definitions ¶

For the purpose of implementing the provisions of this Decree by Law, the following terms and expressions shall have the meanings assigned to each of them, unless the context otherwise requires: State; Local Governments; Central Bank; Authority; Board; Chairman of the Board; Authority Law; Companies Law; Relevant Legislation; Free Zone; Financial Free Zone; Relevant Authorities; Financial Activities; Market; Central Clearing; Central Depository; Capital Market Institutions; Person; Licensed Person; Approved Person; Executive Management; Securities; Issuer; Foreign Issuer; Foreign Securities; Financial Product; Tradable Products; Board of Directors; Listed Entity; Investment Fund; Virtual Assets; Material Information; Inside Information; Insider; Related Party; Offering; Prospectus; Settlement and Resolution. [Full definitions not captured verbatim due to document length; consult the source URL for exact wording.]

Article 2 — Scope of Application of this Decree by Law ¶

1. The provisions of this Decree by Law shall apply to the following: a. Financial Products when... [preview truncated]

Article 3 — Financial Activities Subject to the Authority ¶

1. The following activities shall be deemed Financial Activities subject to the regulation, licensing... [preview truncated]

Article 4 — Approved Functions ¶

1. The Authority shall determine the approved functions required for the performance of any tasks or... [preview truncated]

Article 5 — Provisions Related to Financial Activities and Approved Functions ¶

1. The Authority may specify certain Persons or categories of Persons to engage in a Financial Activity... [preview truncated]

Article 6 — Application for Licensing, Approval, Registration, and Accreditation ¶

1. No legal Person shall be registered or licensed with the Relevant Authorities, where it intends to... [preview truncated]

Article 7 — Provisions Regarding Guarantees and Insurance Coverage ¶

1. The Authority or any party authorized thereby shall have the authority to obligate any Person seeking... [preview truncated]

Article (8) The Authority's Decision Regarding License, Approval, Registration, or Accreditation Applications
1. The Authority shall issue its decision to grant or reject the license, approval, registration, or... [preview truncated]

Article 9 — Duration and Renewal of the License, Approval, Registration, and Accreditation ¶

1. The Authority shall determine the duration of the license, approval, registration, or accreditation... [preview truncated]

Article (10) Members of the Board of Directors, Executive Management, and Employees of the Licensed Person
1. The Authority shall specify the conditions to be fulfilled by any Person occupying a position on... [preview truncated]

Article 11 — Appointment of a Temporary Director for the Licensed Person by the Authority ¶

1. The Authority may appoint a Temporary Director to the Licensed Person to manage its daily operations... [preview truncated]

Article 12 — Obligations of the Licensed Person and its Employees ¶

The Licensed Person and its employees shall be obliged to: 1. Exercise the Financial Activity or approved... [preview truncated]

Article 13 — Financial Services Agreement ¶

1. The Licensed Person shall be obligated to regulate the relationship between itself and the client... [preview truncated]

Article 14 — Client Funds ¶

1. The Licensed Person shall be obligated to deal with funds and Securities or Foreign Securities owned... [preview truncated]

Article 15 — Control by or over the Licensed Person ¶

1. Without prejudice to the legislation in force in the State, the Authority shall issue decisions regarding... [preview truncated]

Article 16 — Close Links of the Licensed Person ¶

1. The Licensed Person shall notify the Authority of any close links, provided that such notification... [preview truncated]

Article 17 — Request for Temporary Suspension or Cancellation of the License, Approval, or Registration ¶

1. The Licensed Person shall, in the event of requesting temporary suspension or cancellation, submit... [preview truncated]

Article 18 — Powers and Competences of the Market ¶

1. The Market shall exercise the following powers and competences: a. Determining the fees and commissions... [preview truncated]

Article 19 — Competences of the Central Clearing ¶

The Central Clearing shall exercise the following competences: 1. To determine the fees and commissions... [preview truncated]

Article 20 — Competences of the Central Depository ¶

The Central Depository shall exercise the following competences: 1. To determine the fees and commissions... [preview truncated]

Article 21 — Empowering the Central Depository to Exercise Its Competences ¶

1. Persons designated by the Authority shall be obliged to register Securities or Foreign Securities... [preview truncated]

Article 22 — Financial Resources of Capital Market Institutions ¶

The financial resources of Capital Market Institutions arising from the exercise of their activities... [preview truncated]

Article 23 — Obligations of Capital Market Institutions ¶

Capital Market Institutions shall be obliged to: 1. Exercise Financial Activities, perform their tasks... [preview truncated]

Article 24 — Commitment of Capital Market Institutions to Risk Management ¶

Capital Market Institutions shall be obliged to notify the Authority of the following: 1. Any potential... [preview truncated]

Article (25) Obligations of Members of the Board of Directors and Executive Management of Capital Market Institutions
The Chairman and members of the Board of Directors and the Executive Management of Capital Market Institutions... [preview truncated]

Article 26 — Powers of Capital Market Institutions in Administrative Sanctions and Measures ¶

1. Capital Market Institutions may impose upon their members, employees thereof, and any persons in... [preview truncated]

Article 27 — General Provisions for Capital Market Institutions ¶

The records, documents, ledgers, and data maintained within the technical and electronic systems of... [preview truncated]

Article 28 — Offering of Securities and Foreign Securities ¶

1. The offering of Securities for public or private subscription shall be conducted in accordance with... [preview truncated]

Article 29 — Issuance of Securities ¶

1. Subject to the provisions of the Companies Law and Relevant Legislation, an Issuer desiring to issue... [preview truncated]

Article 30 — Listing of Securities and Foreign Securities ¶

1. Subject to the exception set forth in Article (2) of this Decree by Law, public joint-stock companies... [preview truncated]

Article 31 — Trading and Transfer of Ownership of Securities and Foreign Securities ¶

1. Listed Securities and Foreign Securities shall be traded through the Market. 2. Capital Market Institutions... [preview truncated]

Article 32 — Suspension or Halt of Trading, or Delisting ¶

1. The Authority, in coordination with the Market, may suspend or halt trading in any Security or Foreign... [preview truncated]

Article 33 — The Issuer and the Foreign Issuer ¶

1. The Issuer and the Foreign Issuer shall comply with the following: a. To submit to the Authority... [preview truncated]

Article 34 — Obligations of the Related Party ¶

The Related Party shall comply with the following: 1. Refrain from violating decisions issued by the... [preview truncated]

Article 35 — Disclosures of Dealings in Securities ¶

1. The Chairman and members of the Board of Directors of the Issuer or Foreign Issuer whose Securities... [preview truncated]

Article 36 — Prohibited Periods for Securities Dealings ¶

1. The Chairman and members of the Board of Directors of the Issuer or Foreign Issuer whose Securities... [preview truncated]

Article 37 — Unlawful Dealings ¶

1. It is prohibited for any Person, whether acting individually, in collusion, or in participation with... [preview truncated]

Article 38 — Mutual Fund ¶

1. Investment Funds shall enjoy independent legal personality and separate financial liability, and... [preview truncated]

Article 39 — Virtual Assets ¶

Without prejudice to any provision contained in the Central Bank Law: 1. The Authority shall regulate... [preview truncated]

Article 40 — Financial Activities and Products Compliant with the Principles of Islamic Shari'ah ¶

1. Without prejudice to any provision contained in the legislation in force in the State, any Person... [preview truncated]

Article 41 — Continuation of Authority's Powers ¶

1. The Authority shall continue to exercise its powers with respect to the Persons set out below for... [preview truncated]

Article 42 — Accreditation of Accounting Firms ¶

1. Without prejudice to the legislation in force regulating the accounting and auditing professions,... [preview truncated]

Article 43 — Public Registers of Persons Subject to Authority Supervision ¶

1. The Authority shall adopt appropriate arrangements to maintain records relating to the exercise of... [preview truncated]

Article 44 — Investor Protection Fund ¶

1. The Authority may establish a fund to be known as the "Investor Protection Fund," which shall be... [preview truncated]

Article 45 — Settlement Guarantee Fund ¶

1. The Central Clearing may establish a fund to be known as the "Settlement Guarantee Fund," which shall... [preview truncated]

Article 46 — Authority's Supervision ¶

1. Financial Activities, Licensed Persons, Issuer, the members of the Board of Directors of each of... [preview truncated]

Article 47 — Authority's Inspection Powers ¶

1. Subject to Article (59) of this Decree by Law, the Authority may conduct inspections periodically... [preview truncated]

Article 48 — The Authority's Powers to Conduct Administrative Investigation ¶

1. The Authority may conduct administrative investigations whenever there is a suspicion of violation... [preview truncated]

Article (49) Role of the Authority in Prudential Supervision and Management of Exceptional Circumstances
1. For the purposes of prudential supervision, the Authority may require any Person subject to its supervision... [preview truncated]

Article 50 — The Obligation to Disclose to the Authority ¶

1. The Authority may obligate any Person governed by the provisions of this Decree by Law and the Relevant... [preview truncated]

Article (51) Preventive Composition, Restructuring, Bankruptcy, or Liquidation of Persons Subject to Authority Supervision
1. Without prejudice to the provisions of the legislation in force in the State, the Authority may... [preview truncated]

Article 52 — Designation of a Systemically Important Person ¶

The Authority shall have the power to designate any Licensed Person as a systemically important Person... [preview truncated]

Article 53 — Prudential Recovery Plan ¶

1. Upon designation of a Licensed Person as a systemically important Person pursuant to Article (52)... [preview truncated]

Article 54 — Early Intervention ¶

1. In the event that a Licensed Person designated as a systemically important Person pursuant to Article... [preview truncated]

Article 55 — Powers of Settlement and Resolution ¶

The Authority shall be vested with the power to effect Settlement and Resolution within the scope of... [preview truncated]

Article 56 — Order of Settlement of Debts and Other Obligations ¶

Without prejudice to the powers and procedures exercised by the Authority pursuant to Articles (54)... [preview truncated]

Article 57 — Publication of the Announcement of Settlement and Resolution or Liquidation ¶

1. In the event of a Settlement and Resolution or Liquidation of a Licensed Person designated as of... [preview truncated]

Article 58 — Cooperation between the Authority and Judicial Authorities ¶

1. The Authority may submit a request to the judicial authorities pursuant to the Relevant Legislation... [preview truncated]

Article 59 — Cooperation of the Authority with Relevant Authorities and Regulatory Authorities ¶

1. The Authority may cooperate with any Relevant Authorities, regulatory authorities in Free Zones,... [preview truncated]

Article 60 — Reporting of Violations ¶

1. Any Person may report any acts suspected of contravening the provisions of this Decree by Law and... [preview truncated]

Article 61 — Obstruction of the Authority's Functions ¶

No Person may carry out any act or conduct that obstructs the Authority or its exercise of powers pursuant... [preview truncated]

Article 62 — Evidence ¶

1. Matters may be established by all means of proof in the application of the provisions of this Decree... [preview truncated]

Article 63 — Appeal Against Decisions Issued by the Authority ¶

1. A committee within the Authority, hereinafter referred to as the "Appeals Committee," shall be established... [preview truncated]

Article 64 — Amicable Settlement ¶

Without prejudice to the right of litigation or arbitration, disputes arising in relation to the provisions... [preview truncated]

Article 65 — Sanctions and Administrative Measures ¶

1. Without prejudice to the penalties provided for in this Decree by Law, the Board shall issue a resolution... [preview truncated]

Article 66 — Cases of Suspension or Revocation of License, Approval, Registration, or Accreditation ¶

1. The Authority may suspend the Licensed Person with respect to conducting all Financial Activities... [preview truncated]

Article 67 — Rectification of Violations ¶

1. The Authority may require any Person or Entity subject to its supervision to rectify any violation... [preview truncated]

Article 68 — Assessment of Imposed Sanctions ¶

The Authority shall have the discretion to aggravate or mitigate sanctions based on any of the following... [preview truncated]

Article 69 — Notification of Sanction or Administrative Measure ¶

The Authority shall notify the violator of the decision issued against them within a period not exceeding... [preview truncated]

Article 70 — Authority to Exempt from Administrative Measures or Sanctions ¶

The Authority shall have the authority to exempt any Person or Entity from all or part of the administrative... [preview truncated]

Article 71 — Penalties ¶

Any Person who commits any of the acts hereinafter specified, whether the result thereof has occurred... [preview truncated]

Article 72 ¶

Any Person who deliberately commits any of the following acts shall be punishable by imprisonment for... [preview truncated]

Article 73 — Supplementary Penalties ¶

1. In addition to the penalties provided under this Decree by Law, the court may impose one or more... [preview truncated]

Article 74 — The Co-conspirator, Instigator, Causer, and Accomplice ¶

The penalties, administrative measures, and sanctions stipulated in this Decree by Law shall extend... [preview truncated]

Article 75 — Settlement in Crimes and Violations ¶

1. The Authority, prior to initiating criminal actions, may effect a settlement with the violator in... [preview truncated]

Article 76 — Non-Liability of the Authority ¶

1. The Authority shall assume no liability for any breach, non-compliance, or violation committed by... [preview truncated]

Article 77 — Exemption from Certain Authority Decisions ¶

1. The Authority, upon receipt of a written request from any Person seeking exemption from the applicable... [preview truncated]

Article 78 — Communication with the Authority ¶

Communication with the Authority shall be made through authorized channels and by the Person possessing... [preview truncated]

Article 79 — The Capacity of Judicial Enforcement ¶

Employees of the Authority designated by a decision of the Minister of Justice, upon nomination by the... [preview truncated]

Article 80 — Draft Regulations, Rules, Guidelines, Circulars, and Decisions ¶

The Authority may notify the interested parties of the draft regulations, rules, guidelines, circulars... [preview truncated]

Article 81 — Publication and Interpretation ¶

1. The Authority shall publish the regulations, rules, guidelines, circulars, and decisions issued thereby... [preview truncated]

Article 82 — Continued Applicability of Legislation ¶

Resolutions issued by the Cabinet and the Authority prior to the entry into force of this Decree by Law... [preview truncated]

Article 83 — Regularization of status ¶

All Entities and Persons to whom the provisions of this Decree by Law and the Relevant Legislation apply... [preview truncated]

Article 84 — Repeals ¶

Any provision that contravenes or conflicts with the provisions of this Decree by Law is hereby repealed... [preview truncated]

Article 85 — Publication and Entry into Force ¶

This Decree by Law shall be published in the Official Gazette and shall enter into force on 1 January... [preview truncated]

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