Laws & Regulations Governing Businesses in the Dubai International Financial Centre (DIFC)

Introduction:

The Dubai International Financial Centre (DIFC) is a prestigious financial free zone in the United Arab Emirates (UAE), established to diversify Dubai’s economic resources and attract capital and investments to the region.

Enacted under UAE Federal Decree No. 35 of 2004, the DIFC operates as an independent jurisdiction within the UAE, with its legal and regulatory framework for civil and commercial matters.

This article provides an in-depth analysis of the key laws and regulations that govern businesses operating within the DIFC, creating an optimal environment for financial services and related industries to thrive.

Tailored Common Law Principles:

At the core of the DIFC’s legal system lies a unique framework based on international standards and principles of common law. This system is specifically tailored to address the region’s distinctive business needs, combining best practices from common law jurisdictions with local requirements.

This approach has facilitated the seamless integration of global financial practices with regional norms, offering businesses a stable and predictable legal environment.

Dubai Law No. 5/2021 On Dubai International Financial Centre:

Dubai Law No. 5/2021 represents a significant update to the DIFC’s legal framework, introducing essential changes, including:

• Enhanced Legal Jurisdiction: Businesses outside the DIFC can now opt into the DIFC’s legal framework for dispute resolution, offering an efficient mechanism for resolving commercial conflicts. This expansion of jurisdiction enhances the DIFC’s status as a preferred destination for businesses seeking a reliable legal environment.
• New Business Structures: The law introduces new legal structures, such as the ‘Prescribed Company,’ offering greater flexibility for setting up businesses within the DIFC. This new framework accommodates the evolving needs of businesses and promotes entrepreneurial growth.
• Insolvency and Restructuring Framework: A comprehensive framework for insolvency and company restructuring is introduced, providing distressed businesses with avenues for recovery. This framework ensures the orderly resolution of financial distress and fosters confidence in the DIFC’s financial ecosystem.
• Strengthened Data Protection and Privacy: The law aligns data protection and privacy regulations with international standards, ensuring the secure handling of sensitive information. This measure enhances the DIFC’s reputation as a trusted global financial hub.

DIFC Arbitration Law:

The DIFC Arbitration Law governs arbitral disputes subject to the jurisdiction of the DIFC. This law clarifies the DIFC Court’s authority to dismiss or stay an action brought before the court if there is an arbitration agreement in place.

It also empowers the Tribunal to determine the seat of the arbitration and provides provisions for expedited proceedings, consolidation of arbitrations, joinder of third parties, interim measures, third-party funding, and legal costs. The DIFC Arbitration Law provides a robust framework for resolving commercial disputes within the DIFC.

It follows international arbitration standards and facilitates arbitration proceedings that are efficient, confidential, and enforceable globally. This law gives businesses confidence in the impartial and efficient resolution of disputes, further enhancing the DIFC’s reputation as a preferred business hub.

Dubai Financial Services Authority (DFSA) Regulations:

As an independent regulator, the DFSA plays a critical role in overseeing financial services and ancillary services conducted in or from the DIFC. It regulates asset management, banking and credit services, securities, collective investment funds, insurance, Islamic finance, international equities, and derivatives exchanges.

The DFSA follows a risk-based regulatory approach, promoting integrity, transparency, and efficiency in the financial market.

Setting Up a Financial Business in the DIFC:

Supported by an enabling and evolving financial regulatory ecosystem, regulated entities make up most of DIFC’s client portfolio. Businesses interested in setting up operations in the DIFC are required to apply to the DIFC’s regulatory body, the DFSA, which will consider the merits and suitability of the applicant and the category of license for which the application is made.

1. Submit an application to the DFSA with business details.
2. Schedule an introductory meeting and file an LOI.
3. Provide a Regulatory Business Plan.
4. The DFSA conducts due diligence and grants In-Principal Approval.
5. Incorporate with the DIFC ROC and secure office space.
6. Receive final licensing from the DFSA.

Setting Up a Non-Financial Business in the DIFC:

While the core business conducted in the DIFC revolves around regulated activities in banking and finance, the world’s most successful financial industry ecosystems incorporate a much broader base of economic activity. These include regulated professional services companies operating in areas such as law and accountancy, but also many other non-regulated and non-financial businesses.

1. Schedule an introductory meeting with the DIFC and the DFSA.
2. File a Letter of Intent (LOI) outlining the business activities.
3. Submit a comprehensive Regulatory Business Plan.
4. The DFSA conducts due diligence and grants In-Principal Approval.
5. Incorporate with the DIFC Registrar of Companies (ROC).
6. Secure office space within the DIFC.
7. Obtain final approval and licensing from the DFSA.

DIFC Insolvency Law:

The DIFC Insolvency Law governs the procedures and processes for the restructuring and liquidation of companies facing financial distress. It promotes a balanced approach to insolvency matters, focusing on the rescue and rehabilitation of viable businesses while ensuring the fair treatment of creditors and stakeholders.

DIFC Companies Law:

The DIFC Companies Law is the cornerstone of the legal framework governing the formation and operation of companies in the DIFC. It sets out the requirements for establishing different types of entities, such as private and public companies, limited liability partnerships, and branch offices.

The law covers matters related to corporate governance, share capital, directors’ duties, and shareholder rights, ensuring transparency and accountability in corporate affairs.

Federal Law No. 8/2004 on the Financial Free Zones:

Federal Law No. 8/2004 lays the foundation for the establishment and regulation of financial-free zones in the UAE, with the DIFC being one of the financial-free zones governed by this law. The primary objective is to create an attractive environment for businesses by offering various incentives, including 100% foreign ownership, no currency restrictions, an independent legal system, and tax incentives.

Conclusion:

The Dubai International Financial Centre (DIFC) has become a leading global financial hub, attracting businesses from around the world with its unique legal and regulatory framework.

The DIFC’s tailored common law principles, supplemented by robust arbitration rules and a forward-looking regulatory body, offer businesses a stable, transparent, and tax-efficient environment to flourish.

By maintaining its commitment to international standards and principles, the DIFC continues to enhance its reputation as a preferred destination for financial services and related industries, further cementing its role as a driving force in shaping the future of the financial industry in the UAE and beyond.

Awatif Mohammad Shoqi Advocates & Legal Consultancy is a full-service law firm in UAE committed to delivering sound judgment to its clients on their most difficult and important matters.