Law No. (5) of 2021
Concerning the
Dubai International Financial Centre[1]
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We, Mohammed bin Rashid Al Maktoum, Ruler of
Dubai,
After perusal of:
Federal Law No. (8) of 2004 Concerning Financial
Free Zones and its Implementing Bylaw;
Law No. (9) of 2004 Concerning the Dubai
International Financial Centre and its amendments;
Law No. (12) of 2004 Concerning the Dubai
International Financial Centre Courts and its amendments;
Law No. (1) of 2016 Concerning the Financial
Regulations of the Government of Dubai and its Implementing Bylaw;
Law No. (8) of 2016 Regulating the Grant of Law
Enforcement Capacity in the Government of Dubai and its Implementing Bylaw;
Law No. (4) of 2018 Establishing the Financial
Audit Authority; and
The legislation issued by His Highness the Ruler
of Dubai to regulate activities, businesses, and affairs within the Dubai
International Financial Centre,
Do hereby issue this Law.
This Law will be cited as “Law No. (5) of 2021
Concerning the Dubai International Financial Centre”.
The following words and expressions, wherever
mentioned in this Law, will have the meaning indicated opposite each of them
unless the context implies otherwise:
|
UAE: |
The United Arab
Emirates. |
|
Emirate: |
The Emirate of Dubai. |
|
Ruler: |
His Highness the Ruler
of Dubai. |
|
Government: |
The Government of Dubai. |
|
DIFC: |
The Dubai International
Financial Centre. |
|
President: |
The president of the
DIFC. |
|
Governor: |
The governor of the
DIFC. |
|
DIFC Bodies: |
These include the Dubai
International Financial Centre Authority, the Dubai Financial Services
Authority, the Dubai International Financial Centre Courts, and any other
body established under the DIFC Laws or established upon approval of the
President as an independent or affiliated entity of any of the said bodies. |
|
Higher Board: |
The higher board of the
DIFC formed pursuant to the provisions of this Law. |
|
DIFCA: |
The Dubai International
Financial Centre Authority. |
|
DFSA: |
The Dubai Financial
Services Authority of the DIFC. |
|
DIFC Courts: |
The Dubai International
Financial Centre Courts. |
|
Financial Services: |
The financial activities
and services which require regulation by the DFSA under the DIFC Laws and the
DIFC Regulations, including without limitation, accepting deposits;
providing, credit-related facilities, arrangements, and consultancy;
providing money transfer or exchange services; dealing in investments as
principal or agent; managing assets, funds, and collective investment
portfolios; advising on financial products; carrying out financial contracts;
providing or arranging custody services; carrying out insurance contracts;
providing insurance intermediation or management services; operating stock
exchanges, central clearing houses, or central depositary centres; managing
investment accounts; operating alternative trading systems; providing trust
services; acting as a trustee of trust funds; operating credit rating
agencies; operating crowdfunding platforms; operating representative offices;
issuing, offering, and listing financial products; promoting or marketing
financial services and products; and trading in financial products. |
|
Ancillary Services: |
These include
exclusively the following services and activities: 1.
the services of auditing accounts and providing
audit reports and opinions on the financial statements of Licensed DIFC
Establishments, the funds established in the DIFC, or the companies listed on
the DIFC financial market; 2.
the services of auditing accounts and providing
audit reports and opinions to verify compliance by Licensed DIFC
Establishments with the DIFC Laws and the DIFC Regulations administered by
the DFSA; and 3.
any other services, businesses, professions, or
activities which are provided or conducted within or through the DIFC; are
classified under the DIFC Laws, the DIFC Regulations, or any other
legislation applicable in the Emirate and the DIFC as non-financial; and are
controlled by the DFSA for the purpose of enforcement of the requirements and
procedures for combating money laundering or financing terrorism or illegal
organisations. |
|
Services, Products, and
Goods: |
These include, without
limitation, materials, equipment, instruments, goods, and services of
whatever type or description permitted to be dealt in within or through the
DIFC. |
|
DIFC Establishments: |
Any entity or business
established, licensed, registered, or authorised to operate or to conduct any
activity within or through the DIFC pursuant to the DIFC Laws and the DIFC
Regulations. These include Licensed DIFC Establishments. |
|
Licensed DIFC
Establishments: |
Any entity or business
authorised and licensed by the DFSA to provide Financial Services or
Ancillary Services within or through the DIFC. |
|
DIFC Laws: |
Any laws issued by the
Ruler concerning the DIFC or regulating business, activities, and services
within the DIFC in accordance with the provisions of this Law. |
|
DIFC Regulations: |
Any rules, regulations,
bylaws, or orders regulating activities within the DIFC as issued by the
President pursuant to his powers under this Law or by the DIFC Bodies
concerning the DIFC or regulating business, activities, and services within
the DIFC in accordance with the provisions of this Law. |
|
Person: |
A natural or legal
person. |
a.
The
provisions of this Law will apply to:
1.
the Dubai International Financial Centre regulated
under the above-mentioned Law No. (9) of 2004, as a financial free zone having
financial and administrative autonomy, and affiliated to the Government;
2.
the DIFC Bodies established under the
above-mentioned Law No. (9) of 2004 and governed by this Law, the DIFC Laws,
and the DIFC Regulations, which include:
a.
the Dubai International Financial Centre
Authority;
b.
the Dubai Financial Services Authority;
c.
the Dubai International Financial Centre Courts;
and
d.
any boards, bodies, offices, committees,
registries, corporations, departments, or entities which are established under
the above-mentioned Law No. (9) of 2004, the DIFC Laws, or the DIFC
Regulations; or which are established pursuant to the provisions of this Law;
and
3.
the plot of land whose location, area, and borders
are specified in the resolutions issued in implementation of the
above-mentioned Federal Law No. (8) of 2004.
b.
The
DIFC Bodies established under the above-mentioned Law No. (9) of 2004 and the
DIFC Establishments authorised to operate within or through the DIFC under the
DIFC Laws and the DIFC Regulations by the effective date of this Law will
continue to perform their duties and business, and to provide their Services,
without interruption.
c.
The
DIFC will continue to register and record companies and real property,
commercial, and other transactions in its registers which are established and
regulated in accordance with the DIFC Laws. The DIFC Bodies must, each within
their respective jurisdiction, maintain these registers which include without
limitation:
1.
a real property register supervised by the DIFC
real property registrar in which all the rights, interests, benefits, and
dispositions related to the real property located within the DIFC approved geographical
area are recorded in accordance with the DIFC Laws and the DIFC Regulations;
2.
a register of securities supervised by the DIFC
securities registrar in which securities and their interests are recorded in
accordance with the DIFC Laws and the DIFC Regulations; and
3.
a register of companies and legal persons
supervised by the DIFC registrar of companies in which DIFC Establishments and
all administrative and operational matters and the details relating thereto are
registered and recorded in accordance with the DIFC Laws, the DIFC Regulations,
and the legislation in force in the Emirate which is applicable to the DIFC.
The DIFC aims to achieve the following objectives:
1.
to
promote the Emirate as a leading international financial centre based on the
principles of efficiency, transparency, and integrity;
2.
to
participate in achievement of the sustainable economic growth vision of the
Emirate;
3.
to
develop and diversify the Emirate’s economy through effective contribution to
Financial Services and related activities;
4.
to
increase the contribution of the Financial Services sector and related
activities in the gross domestic product (GDP) of the Emirate;
5.
to
attract and promote investments into the Emirate and to encourage local,
regional, and international financial institutions and companies to conduct
their business and develop their investments through the DIFC; and
6.
to
promote the Emirate as an international centre for dispute resolution and
settlement.
a.
The
DIFC will have a President appointed pursuant to a decree issued by the Ruler.
b.
The
President will be responsible for the general supervision of the DIFC and the
DIFC Bodies; for coordination amongst them for the achievement of each of their
respective strategies, policies, and objectives; and for ensuring cooperation
among them and maintaining their independence.
c.
In
addition to his functions under the DIFC Laws and the DIFC Regulations, the President
will have the duties and powers to:
1.
approve and supervise implementation of the
policies, strategies, and plans of the DIFC Bodies without prejudice to their
independence as required under this Law;
2.
approve the annual budgets of the DIFC Bodies before
submitting them to the competent entities in the Emirate for approval in
accordance with above-mentioned Law No. (1) of 2016;
3.
approve the financial statements of the DIFC
Bodies;
4.
issue DIFC Regulations in accordance with his own
powers;
5.
approve the draft DIFC Laws and submit the same to
the Ruler for final approval and issuance;
6.
recommend to the Ruler the appointment, removal,
and replacement of members of the Higher Board other than those appointed on a
permanent basis by virtue of their positions;
7.
appoint, remove, and replace the chairmen and
members of the boards of directors of the DIFCA and the DFSA, and specify the
terms of their service and their respective remuneration, in accordance with
the provisions of this Law;
8.
recommend to the Ruler the appointment of the
Chief Justice of the DIFC Courts;
9.
recommend to the Ruler the appointment of the
Governor;
10.
appoint and remove, upon consultation with the
Chief Justice of the DIFC Courts, the Director of the DIFC Courts and specify
the terms of his service, in accordance with the DIFC Laws;
11.
establish any bodies, establishments, offices,
registries, departments, committees, boards, and any other entities required
for achieving the objectives of the DIFC; specify their powers and duties; and
cancel, merge, and restructure any of them, where the public interest so
requires;
12.
form advisory committees that will provide support
and advice to the DIFC and assist the DIFC Bodies in achieving their
objectives; and specify the duties of such committees, the procedures for holding
their meetings, their terms of reference, and the remuneration of their
members;
13.
take any action he deems necessary to ensure the
proper management of the DIFC; and
14.
exercise any other duties or powers required for
the achievement of the objectives of the DIFC, or assigned to the President by
the Ruler or pursuant to the DIFC Laws or the DIFC Regulations.
d.
With
the exception of his powers under sub-paragraphs (c)(5), (c)(6), (c)(7), (c)(8)
and (c)(9) of this Article, the President may delegate to the Governor any of
his powers under this Law, the DIFC Laws, or the DIFC Regulations, provided
that such delegation is specific and in writing, and that it does not prejudice
the independence of the DIFC Bodies.
a.
The
DIFC will have a Higher Board chaired by the President with the permanent
membership of the Governor, the chairmen of the boards of directors of the
DIFCA and the DFSA, and the Chief Justice of the DIFC Courts.
b.
The
President may, as he deems appropriate, appoint additional members to the
Higher Board. A resolution issued by the President in this respect will
determine the method and procedures for the appointment, removal, tenure, and
terms of membership of these additional members, and any other relevant
provisions.
c.
The
Higher Board will, in accordance with the requirements of good governance
applicable at the DIFC, have the duties and powers to:
1.
approve the strategy, general policies, and plans
of the DIFC presented by the Governor for the purpose of achieving the objectives
of the DIFC;
2.
receive and follow up on the reports presented by
the Governor on the implementation of the strategy, general policies, and plans
approved for achieving the objectives of the DIFC;
3.
ensure effective coordination amongst the DIFC
Bodies;
4.
approve the general organisational structure of
the DIFC proposed by the Governor; and
5.
exercise any other duties or powers required for
the achievement of the objectives of DIFC that are assigned to it by the Ruler,
the President, or pursuant to the DIFC Laws or the DIFC Regulations.
d.
The
Higher Board will convene at the invitation of the President at least twice a
year, and where required. Meetings of the Higher Board will be valid if
attended by the majority of its members, provided that the President or
Governor is in attendance.
e.
The
terms of reference of the Higher Board; the procedures for holding and managing
its meetings, and for passing its resolutions and recommendations; the terms of
membership; the remuneration of its members; and any other relevant provisions
will be determined in a resolution issued by the President in this respect.
f.
The
President may, pursuant to a resolution he issues in this respect, form an
advisory board to the Higher Board to assist it in performing its duties. This resolution
will determine the functions of the advisory board, its terms of reference, the
procedures for holding its meetings and for passing its recommendations and
resolutions, and the remuneration of its members.
g.
For
the purpose of performing its functions, the Higher Board may invite any person
it deems appropriate to attend its meetings without having the right to vote;
and may seek the opinion of any qualified or expert body or Person.
a.
The
Governor will be appointed and removed pursuant to a decree issued by the
Ruler, upon the recommendation of the President.
b.
The
President will determine the terms of service, financial entitlements, and
employment benefits of the Governor.
c.
Without
prejudice to the independence of the DIFC Bodies and their functions stipulated
in this Law, the DIFC Laws, and the DIFC Regulations, the Governor will have
the duties and powers to:
1.
prepare the strategy, general policies, and plans
of the DIFC with a view to achieving its objectives, submit the same to the
Higher Board for approval, supervise their implementation upon approval, and
submit reports on the same to the Higher Board;
2.
propose the organisational structure of the DIFC,
and submit the same to the Higher Board for approval;
3.
form committees and work teams that will provide
the required advice and assistance to enable him to perform his functions under
this Law, the DIFC Laws, and the DIFC Regulations;
4.
appoint, at his own discretion, experts and
specialists, on the conditions he deems appropriate, to provide support and
advice;
5.
conclude, in consultation with the DIFC Bodies
where necessary, contracts, agreements, and memoranda of understanding with
third parties inside and outside of the UAE as required for achieving the
objectives of the DIFC;
6.
represent the DIFC in its dealings with the
competent federal and local entities, and any other entity inside and outside
of the UAE, and involve the DIFC Bodies in such dealings in a manner consistent
with their functions and responsibilities; and
7.
exercise any other duties or powers assigned or
delegated to him by the Ruler or the President, or assigned to him pursuant to
the DIFC Laws or the DIFC Regulations.
d.
The
Governor may not occupy simultaneously with his position as Governor any other
position; and must not conduct any activity which may conflict with the DIFC
strategies, general policies, and objectives. This restriction does not include
performance of the duties relating to any position or post to which he is
assigned or appointed by the Ruler or the President.
a.
The
DIFCA will have the legal personality and financial, administrative, and
operational autonomy required to enable it to undertake legal dispositions and
exercise its functions.
b.
The
DIFCA will exercise its duties and powers under this Law, the DIFC Laws, and
the DIFC Regulations without interference from any of the other DIFC Bodies.
c.
The
DIFCA will have the duties and powers to:
1.
assist the Governor in preparing and implementing the
strategy, general policies, and plans of the DIFC with a view to achieving the
objectives of the DIFC;
2.
follow up compliance by DIFC Bodies and DIFC
Establishments, as the case may be, with all international treaties and
conventions to which the UAE is a party;
3.
compile, maintain, and exchange any information
related to DIFC Establishments in accordance with the provisions of the DIFC
Laws, the DIFC Regulations, the legislation in force in the Emirate which is
applicable to the DIFC, and the international treaties and conventions to which
the UAE is a party;
4.
supervise implementation of the DIFC Laws and the
DIFC Regulations, except for those regulating the Financial Services and
Ancillary Services in the DIFC;
5.
liaise with the Government, the federal and local
government entities, and other free zone authorities within and outside of the
UAE in the matters affecting the DIFC, in coordination with the Governor and
other DIFC Bodies, where necessary; and
6.
build and supervise the operation, management, and
maintenance of the infrastructure in the DIFC; provide administrative and
technical Services in the DIFC; implement the master plan of the DIFC; verify that
the service, municipal, security, safety, transportation, and information and
telecommunication technology requirements are met; and provide any other
services and meet any other requirements as necessary for achievement of the
objectives of the DIFC in an efficient and effective manner.
d.
The
DIFCA will have an independent budget. The Government will, where required,
provide the DIFCA with financial support to enable it to exercise its duties
and powers independently from other DIFC Bodies, in accordance with the
provisions of the above-mentioned Law No. (1) of 2016.
e.
Each
registry, office, body, or other entity managed or supervised by the DIFCA will
have an independent budget, which will be approved by the President within the
annual consolidated budget of the DIFCA.
f.
The
DIFCA must keep confidential the information which is classified as
confidential pursuant to the DIFC Laws or the DIFC Regulations; or which may be
received or collected by or disclosed to the DIFCA in the course of performing
its duties. Such information may not be disclosed to third parties except in
the cases permitted by the DIFC Laws, the DIFC Regulations, and the legislation
in force in the Emirate which is applicable to the DIFC.
g. The DIFCA may, with the approval of its board of
directors, delegate any of its duties and powers under this Law, the DIFC Laws,
and the DIFC Regulations to any Government Entity in the Emirate or to any of
the DIFC Bodies. It may also exercise any duties or powers delegated to it by
any of the DIFC Bodies, excluding the DIFC Courts. Delegation of duties or
powers must be made pursuant to a written agreement concluded with any of those
entities or bodies wherein the rights and obligations of the parties are
specified.
a.
The
DIFCA will have a board of directors whose members will be appointed and the
terms of their membership and remuneration will be determined pursuant to a
resolution of the President. The board of directors of the DIFCA will be
directly responsible to the President for the work of the DIFCA.
b.
The
board of directors of the DIFCA will supervise the business and activities of
the DIFCA in accordance with the rules of good governance adopted by the DIFC.
For this purpose, the board of directors of the DIFCA will have the duties and
powers to:
1.
review, approve, and supervise the implementation
of, the strategies, policies, objectives, and plans of the DIFCA;
2.
conduct public opinion polls on any draft DIFC
Laws or DIFC Regulations falling within the jurisdiction of the DIFCA;
3.
propose draft DIFC Laws, with the exception of
those regulating the Financial Services and Ancillary Services of the DFSA, and
submit the same to the President for approval, in preparation for final
approval and issuance by the Ruler;
4.
approve and issue the DIFC Regulations, with the
exception of those issued by the President as per his powers under this Law or
those regulating Financial Services and Ancillary Services;
5.
prepare annual reports on implementation of the
strategies, policies, plans, and objectives of the DIFCA, and submit the same
to the President;
6.
propose and request the establishment of bodies,
offices, registries, committees, and assemblies; the formation of their
respective boards of directors; and the determination of their functions; and
submit the same to the President to issue the resolutions required for their
establishment and formation;
7.
approve the establishment of companies, solely or
in partnership with third parties, for the purpose of acquisition, ownership,
sale, and lease of movable and immovable property, including securities; and
invest within and outside of the DIFC with a view to achieving the objectives
of the DIFC in accordance with the DIFC Laws and the DIFC Regulations;
8.
approve the establishment of representative
offices outside of the UAE to promote the DIFC and its objectives, operations,
and various activities;
9.
approve the organisational structure of the DIFCA;
10.
establish the procedures and rules regulating
management of the bank accounts of the DIFCA;
11.
obtain the necessary loans and financial
facilities, and use the assets of the DIFCA or any of its affiliates as
security for such loans and facilities, provided that the President’s prior
written consent on the same is obtained;
12.
establish the procedures and rules regulating
concluding contracts, agreements, and memoranda of understanding relating to
the DIFCA with third parties;
13.
review and approve the financial statements and
accounts of the DIFCA and the entities it manages and supervises; and appoint
auditors and determine their fees;
14.
approve, and submit to the President for approval,
the consolidated annual budget of the DIFCA, including the respective budgets
of each registry, office, body, or any other entity managed or supervised by
the DIFCA; and manage their respective approved allocations;
15.
approve the fees and charges to be collected by
the DIFCA in return for the Services it provides, and determine the violations,
fines, and measures to be imposed on violators;
16.
supervise and monitor performance by the DIFCA
chief executive officer of his duties and powers under this Law, the DIFC Laws,
and the DIFC Regulations;
17.
approve the appointment of members of the
executive management of the DIFCA, and determine their terms of service and
remuneration, based on the proposal of the DIFCA chief executive officer; and
18.
exercise any other duties or powers assigned to it
by the President or pursuant to the DIFC Laws and the DIFC Regulations.
c.
The
board of directors of the DIFCA may delegate to the DIFCA chief executive
officer any of its powers under this Law, the DIFC Laws, or the DIFC
Regulations, provided that such delegation is specific and in writing.
a.
The
DIFCA will have a chief executive officer. The chief executive officer will be
appointed, his service will be terminated, and the terms of his of service and
entitlements will be determined, by the board of directors of the DIFCA. The
chief executive officer will report to the board of directors of the DIFCA for
exercising his duties and powers under this Law, the DIFC Laws, and the DIFC
Regulations.
b.
The
chief executive officer of the DIFCA will have the duties and powers to:
1. propose the
strategies, policies, plans, and objectives of the DIFCA; submit the same to
the DIFCA board of directors for approval; and follow up their implementation
and achievement;
2. submit reports to
the board of directors of the DIFCA on the implementation of the approved
strategies, policies, plans, and objectives of the DIFCA;
3. prepare, and submit
to the board of directors of the DIFCA for approval, the draft consolidated
annual budget and financial statements of the DIFCA, including the respective
budgets of any registry, office, body, or other entity managed or supervised by
the DIFCA;
4. propose the fees
and charges to be collected by the DIFCA in return for the Services it provides
and the fines, penalties, and measures to be imposed by the DIFCA or any
registry, office, body, or other entity managed or supervised by the DIFCA
where breaches or violations of the DIFC Laws or the DIFC Regulations are
committed; submit the same to the board of directors of the DIFCA to take the
action it deems appropriate in this respect; and supervise collection of such
fees, charges, and fines;
5. consult with the
DFSA concerning the draft DIFC Laws and the draft DIFC Regulations proposed by
the DIFCA, where necessary;
6. supervise and
manage the operation and maintenance of the buildings and infrastructure in the
DIFC; provide administrative and technical Services in the DIFC; implement the
master plan of the DIFC; verify that the service, municipal, security, safety,
transportation, and information and telecommunication technology requirements are
met; and provide any other services and meet any other requirements as necessary
for achievement of the objectives of the DIFC in an efficient and effective
manner;
7. supervise and
monitor performance by the employees and authorised representatives of the
DIFCA of the duties assigned to them;
8. propose the
organisational structure of the DIFCA and submit the same to the board of
directors of the DIFCA for approval;
9. monitor and
supervise DIFC Establishments to verify their compliance with the DIFC Laws,
the DIFC Regulations, and the legislation in force in the Emirate which is
applicable to the DIFC;
10. develop and
maintain relationships with other DIFC Bodies, Government Entities, free zone
authorities, and third parties within and outside of the Emirate, and maintain
these relationships for the propose of achieving the objectives of the DIFC and
enabling the DIFCA to perform its duties under this Law, the DIFC Laws, and the
DIFC Regulations;
11. ensure that the DIFC
Establishments and their employees are working in a smooth and effective manner,
in accordance with the DIFC Laws and the DIFC Regulations;
12. ensure that services
are provided in a smooth and effective manner to the DIFC Establishments and to
third parties dealing with the DIFC, in accordance with the DIFC Laws and the
DIFC Regulations;
13. open and operate
the bank accounts of the DIFCA in accordance with the relevant powers vested in
him by the board of directors of the DIFCA;
14. appoint and employ
Persons to provide Products and Services to the DIFCA in accordance with the
rules prescribed by the board of directors of the DIFCA in this respect;
15. conclude contracts,
agreements, and memoranda of understanding on behalf of the DIFCA as per the
powers vested in him pursuant to this Law, the DIFC Laws, or the DIFC
Regulations, or delegated to him by the board of directors of the DIFCA; and
16. exercise any other
duties or powers assigned or delegated to him by the board of directors of the
DIFCA, or vested in him in accordance with the DIFC Laws and the DIFC
Regulations.
c.
The
chief executive officer of the DIFCA may delegate to any of the DIFCA's
employees any of his powers under this Law, the DIFC Laws, and the DIFC
Regulations, provided that such delegation is specific and in writing.
a.
The
DFSA will have the legal personality and financial, administrative, and
operational autonomy required for undertaking legal dispositions and performing
its functions.
b.
The
DFSA will exercise its duties and powers under this Law, the DIFC Laws, and the
DIFC Regulations without interference from any of the other DIFC Bodies.
c.
The
DFSA is solely responsible for regulating Financial Services and Ancillary
Services in the DIFC, and all matters which fall within its jurisdiction
pursuant to this Law, the DIFC Laws, the DIFC Regulations, and legislation in
force in the Emirate which is applicable to the DIFC.
d.
The
DFSA will have an independent budget. The Government will, where required,
provide the DFSA with the financial support required to exercise its duties and
powers independently from the other DIFC Bodies, in accordance with the
provisions of the above-mentioned Law No. (1) of 2016.
e.
The
DFSA must collect and maintain any information relating to Licensed DIFC
Establishments that it may receive or collect or which may come to its notice
in the course of performing its duties and functions under the DIFC Laws, the
DIFC Regulations, the legislation in force in the Emirate which is applicable
to the DIFC, or the international treaties to which the UAE is a party. The
DFSA must keep confidential the information classified as confidential pursuant
to the DIFC Laws or the DIFC Regulations. Such information may not be disclosed
to third parties except in the cases permitted by the DIFC Laws, the DIFC
Regulations, and the legislation in force in the Emirate which is applicable to
the DIFC.
f.
The
DFSA may, upon approval by the board of directors of the DFSA, delegate any of
the duties and powers vested in the DFSA pursuant to this Law, the DIFC Laws,
or the DIFC Regulations to any of the DIFC Bodies. The DFSA may accept
performing any of the duties or powers assigned to it by the DIFC Bodies,
excluding the DIFC Courts. Delegation of duties or powers must be made pursuant
to a written agreement concluded with any of those bodies wherein the rights
and obligations of the parties are specified.
a.
The
DFSA will have a board of directors whose members are appointed and the terms
of their membership and remuneration are determined pursuant to a resolution of
the President. The board of directors of the DFSA will be directly responsible
to the President for the business of the DFSA.
b.
The
membership of a member of the board of directors of the DFSA will be forfeited in
any of the following cases:
1.
gross negligence or misconduct in performing any
of his duties;
2.
loss of capacity; or
3.
submitting a written resignation.
c.
The
board of directors of the DFSA will supervise the work and activities of the
DFSA in accordance with the requirements of good governance adopted by the
DIFC. For this purpose, the board of directors of the DFSA will have the duties
and powers to:
1.
review, approve, and follow up implementation of
the DFSA's strategies, policies, plans, and objectives governing the DFSA
Financial Services and Ancillary Services, in accordance with the DIFC Laws and
the DIFC Regulations;
2.
conduct public opinion polls on the draft DIFC
Laws and the draft DIFC Regulations falling within the jurisdiction of the
DFSA;
3.
propose the draft DIFC Laws regulating the DFSA
Financial Services and Ancillary Services, and submit the same to the President
for approval;
4.
approve and issue the DIFC Regulations regulating
the Financial Services and Ancillary Services of the DFSA, and any matters
which fall within the jurisdiction of the DFSA, in accordance with the DIFC
Laws and the DIFC Regulations;
5.
approve the organisational structure of the DFSA;
6.
determine the scope of the Financial Services and
Ancillary Services of the DFSA requiring a licence, authorisation, approval, or
registration by the DFSA, in accordance with the provisions of this Law, the
DIFC Laws, and the DIFC Regulations; and submit the same to the President for
approval;
7.
prepare reports on implementation of the
strategies, policies, and objectives of the DFSA; and submit the same to the
President;
8.
propose the establishment of bodies, departments,
and establishments affiliated to the DFSA; submit the same to the President for
approval; determine the duties and powers of such bodies, departments, and
establishments; and delegate to them any of the duties and powers of the DFSA
under this Law, the DIFC Laws, and the DIFC Regulations;
9.
establish the procedures and rules for management
of the bank accounts of the DFSA; obtain the necessary loans and financial
facilities in accordance with the DIFC Laws, the DIFC Regulations, and the
legislation in force in the Emirate which is applicable to the DIFC; and
provide, upon approval of the President, the assets, rights, and entitlements
of the DFSA as security for such loans and facilities;
10.
establish the procedures and rules regulating
conclusion by the DFSA of contracts, agreements, and memoranda of understanding
with third parties;
11.
review and approve the financial statements and
accounts of the DFSA and appoint auditors and determine their fees;
12.
approve the consolidated annual budget and
financial statements of the DFSA and the bodies managed or supervised by it;
and submit the same to the President for final approval;
13.
approve the fees and charges to be collected by
the DFSA in return for the Services it provides under the DIFC Laws, the DIFC
Regulations, and the legislation in force in the Emirate which is applicable to
the DIFC;
14.
supervise and monitor the chief executive officer
of the DFSA in his performance of his duties and functions under this Law, the
DIFC Laws, and the DIFC Regulations;
15.
approve the appointment of members of the
executive management of the DFSA, and determine their terms of service and
remuneration based on the proposal of the chief executive officer of the DFSA;
16.
determine the infrastructure, buildings,
administrative services, and any other services required for the achievement of
the objectives of the DFSA; and
17.
exercise any other duties or powers assigned to it
by the President as per the DFSA's jurisdiction, or vested in it under the DIFC
Laws or the DIFC Regulations.
d.
The
board of directors of the DFSA may delegate to the chief executive officer of
the DFSA any of the powers of the DFSA under this Law, the DIFC Laws, and the
DIFC Regulations, provided that such delegation is specific and in writing.
a.
The
DFSA will have a chief executive officer who is appointed and whose terms of
service and remuneration are determined by the board of directors of the DFSA.
The chief executive officer of the DFSA will be directly responsible to the
board of directors of the DFSA for exercising his duties and functions under
this Law, the DIFC Laws, and the DIFC Regulations.
b.
The
chief executive officer of the DFSA will be removed pursuant to a resolution of
the board of directors of the DFSA in case of loss of capacity, gross
negligence, or misconduct in performing his duties and tasks.
c.
The
chief executive officer of the DFSA will have the duties and powers to:
1.
propose the strategies, policies, plans, and
objectives of the DFSA regulating the Financial Services and Ancillary Services
of the DFSA; submit the same to the board of directors of the DFSA for
approval; and follow up their implementation upon approval;
2.
submit reports to the board of directors of the
DFSA on the implementation of the strategies, policies, plans, and objectives
of the DFSA;
3.
prepare the draft consolidated annual budget and
financial statements of the DFSA, including those of the entities it manages or
supervises; and submit the same to the board of directors of the DFSA for
approval;
4.
propose the fees and charges to be collected by
the DFSA in return for the services it provides; propose the violations and
fines, and penalties to be imposed by the DFSA on violators of the DIFC Laws or
the DIFC Regulations; submit the same to the board of directors of the DFSA for
appropriate action in this respect; and supervise and follow up the collection
of such fees, charges, and fines;
5.
consult with the DIFCA concerning the draft DIFC
Laws and DIFC Regulations proposed by the DFSA prior to their approval and
enactment;
6.
supervise and monitor performance by the DFSA
employees and authorised representatives of their duties;
7.
propose the organisational structure of the DFSA
and submit the same to the board of directors of the DFSA for approval;
8.
license and authorise the entities wishing to
provide Financial Services and Ancillary Services within or through the DIFC in
accordance with the DIFC Laws and the DIFC Regulations;
9.
cooperate and coordinate with the competent
authorities, entities, and regulators within and outside of the UAE in the
fields that are relevant to the DFSA’s functions;
10.
monitor and supervise the Licensed DIFC
Establishments that provide Financial Services and Ancillary Services within or
through the DIFC, and impose the prescribed fines and penalties, in accordance
with the DIFC Laws and the DIFC Regulations;
11.
open and operate the bank accounts of the DFSA, as
per the relevant powers vested in the chief executive officer of the DFSA by
the DFSA's board of directors;
12.
appoint and employ any Persons to provide Products
and Services to the DFSA, in accordance with the rules established by the board
of directors of the DFSA in this respect;
13.
conclude contracts, agreements, and memoranda of
understanding on behalf of the DFSA as per the powers vested in him under this
Law, the DIFC Laws, and the DIFC Regulations, or delegated to him by the board
of directors of the DFSA;
14.
register and supervise Persons performing specified
functions in or for Licensed DIFC Establishments; and
15.
exercise any other duties or powers assigned or
delegated to him by the board of directors of the DFSA or assigned to him
pursuant to the DIFC Laws or the DIFC Regulations.
d.
The
chief executive officer of the DFSA may delegate to any of the DFSA's employees
any of his duties or powers under this Law, the DIFC Laws, and the DIFC
Regulations, provided that such delegation is specific and in writing.
a.
The
DIFC Courts will have the legal personality and financial, administrative, and
operational autonomy required for undertaking legal dispositions and exercising
their duties and powers.
b.
The
DIFC Courts will comprise a judicial body and an administrative body.
c.
The
DIFC Courts will have an independent consolidated budget incorporating judicial
and administrative affairs. The Government will, where required, provide the
DIFC Courts with the financial support required for exercising their duties and
powers independently from other DIFC Bodies, in accordance with the provisions
of the above-mentioned Law No. (1) of 2016.
d.
The
DIFC Courts and their formation, jurisdiction, and procedures will be subject
to a law issued by the Ruler in this respect, and to the DIFC Laws and the DIFC
Regulations.
e.
The
DIFC Courts will have exclusive jurisdiction to interpret the DIFC Laws and the
DIFC Regulations.
f.
The
DIFC Courts will have a Chief Justice and one or more deputy chief justices who
will replace him in his absence or when his post falls vacant, and a number of
judges known for their competence and expertise, who will be appointed pursuant
to a decree of the Ruler issued upon recommendation of the President, and who
will perform the judicial functions of the DIFC Courts.
g.
The
terms of employment of the Chief Justice, his two deputies, and the DIFC Courts
judges and their remuneration and employment benefits will be determined
pursuant to a resolution issued by the President in this respect.
h.
The
DIFC Courts will have a director who is appointed pursuant to a resolution of
the President, and who will perform the administrative functions of the DIFC
Courts.
a.
The
Chief Justice of the DIFC Courts will undertake general supervision of the
judicial affairs of the DIFC Courts in accordance with the good governance
rules adopted by the DIFC. For this purpose, the Chief Justice will have the
duties and powers to:
1.
propose the strategies, policies, plans, and
objectives related to the judicial affairs of the DIFC Courts; submit the same
to the President for approval; and follow up their implementation upon
approval;
2.
prepare annual reports on implementation of the
judicial strategies, policies, plans, and objectives of the DIFC Courts; and
submit the same to the President;
3.
conduct public opinion polls on any draft judicial
procedural rules that will regulate the judicial procedures of the DIFC Courts;
4.
recommend to the President the issuance of the
judicial procedural rules; and issue the necessary directives for implementation
thereof;
5.
prepare the annual budget related to the judicial
affairs of the DIFC Courts, and submit the same to the President for approval;
6.
propose the organisational structure of the DIFC
Courts and the judicial organisation of the circuits and divisions of the DIFC
Courts, and submit the same to the President for approval;
7.
supervise and monitor performance by the judges of
the DIFC Courts of their duties and powers;
8.
recommend to the President the appointment of
judges of the DIFC Courts by decree of the Ruler, and determine their terms of
service, salaries, and financial benefits;
9.
appoint and remove judicial staff serving in the
DIFC Courts and determine their duties, powers, terms of service, and
employment benefits;
10.
establish the procedures relating to the powers of
persons authorised to conclude on behalf of the DIFC Courts contracts,
agreements, protocols, and memoranda of understanding in respect of the
judicial affairs of the DIFC Courts;
11.
coordinate with the Director of the DIFC Courts in
respect of the administrative affairs of the DIFC Courts, and in respect of the
appointment of senior executive members of the DIFC Courts’ administrative
body, to ensure the autonomy and effective administration and operation of the
DIFC Courts; and
12.
exercise any other duties or powers assigned to
him by the President or delegated to him pursuant to the DIFC Laws, the DIFC
Regulations, and the legislation in force in the Emirate which is applicable to
the DIFC.
b.
The
Chief Justice may delegate to a deputy chief justice or to any of the judges of
the DIFC Courts any of his powers under this Law, the DIFC Laws, the DIFC
Regulations, and the legislation in force in the Emirate which is applicable to
the DIFC Courts, provided that such delegation is specific and in writing.
a.
The
Director of the DIFC Courts will undertake general supervision of the
administrative affairs of the DIFC Courts in accordance with the rules of good
governance adopted by the DIFC. For this purpose, the Director of the DIFC
Courts will have the duties and powers to:
1.
propose the strategies, policies, plans, and
objectives related to the administrative affairs of the DIFC Courts; submit the
same to the President for approval; and follow up their implementation upon
approval;
2.
prepare annual reports on implementation of the
administrative strategies, policies, plans, and objectives of the DIFC Courts;
and submit the same to the President;
3.
prepare the annual budget related to the administrative
affairs of the DIFC Courts, and submit the same to the President for approval;
4.
propose the organisational structure of the
administrative organisational units of the DIFC Courts, and submit the same to
the President for approval;
5.
propose the fees and charges to be collected by
the DIFC Courts in return for the Services it provides and submit the same to
the President for approval, in accordance with the DIFC Laws and the DIFC
Regulations;
6.
supervise and manage the infrastructure,
buildings, administrative services of the DIFC Courts, and any other
administrative and operational services necessary for the proper achievement of
the strategies, policies, plans, and objectives of the DIFC Courts;
7.
establish the procedures relating to the powers of
the persons authorised to conclude, on behalf of the DIFC Courts, contracts,
agreements, protocols, and memoranda of understanding in respect of the
administrative affairs of the DIFC Courts;
8.
open and operate the bank accounts of the DIFC
Courts in accordance with the powers vested in him by the President in this
respect and with the DIFC Laws, the DIFC Regulations, and the legislation in
force in the Emirate which is applicable to the DIFC Courts;
9.
review and approve the accounts of the DIFC
Courts, and appoint auditors and determine their fees;
10.
appoint and terminate the services of the
administrative staff of the DIFC Courts in accordance with the rules established
by the President in this respect; and determine their duties, powers, salaries,
and employment benefits;
11.
appoint and terminate the services of senior
executives of the DIFC Courts, including the registrar and deputy registrars,
and determine their duties and powers, in consultation with the Chief Justice
of the DIFC Courts;
12.
supervise performance by the employees of the
administrative body of the DIFC Courts of their duties and powers, including
the registrar and deputy registrars; and
13.
exercise any other duties or powers assigned to
him by the President or delegated to him pursuant to the DIFC Laws, the DIFC
Regulations, or the legislation in force in the Emirate which is applicable to
the DIFC Courts.
b.
The
President will determine the terms of employment, salary, and employment
benefits of the Director of the DIFC Courts.
c.
The
Director of the DIFC Courts may delegate to any member of the administrative
body of the DIFC Courts any of his powers under this Law, the DIFC Laws, and the
DIFC Regulations, provided that such delegation is specific and in writing.
The financial resources of the DIFC Bodies will
consist of:
1.
movable
and immovable property allocated to the DIFC Bodies by the Government;
2.
the
fees and charges, including fines, collected by the DIFC Bodies in return for
performing their powers and providing their services;
3.
returns
on investment of the property of the DIFC Bodies, and revenues generated from
conducting their authorised activities;
4.
the
loans and financial facilities which the DIFC Bodies are authorised to obtain
under this Law and the legislation in force in the Emirate; and
5.
grants,
gifts, donations, and any other resources approved by the President.
a.
The
DIFC Bodies will have independent budgets which reflect their actual financial
position.
b.
In
managing their accounts and records, the DIFC Bodies will apply commercial
accounting rules and principles in accordance with recognised international
standards.
c.
The
financial year of any of the DIFC Bodies will commence on 1 January and will
end on 31 December of each year.
d.
The
respective accounts and financial and accounting records of the DIFC Bodies
will be subject to audit by the Financial Audit Authority in accordance with
the legislation in force in the Emirate which is applicable to the DIFC.
a.
No
Person may conduct any profession or engage in any business or activity within
or through the DIFC without first obtaining the relevant licence, permit,
authorisation, approval, or registration from the competent DIFC Bodies.
Licences, permits, authorisations, and approvals will be issued and the
necessary registration will be made, in accordance with the DIFC Laws, the DIFC
Regulations, and the legislation in force in the Emirate which is applicable to
the DIFC, as the case may be.
b.
Licensed
DIFC Establishments will provide Financial Services and Ancillary Services
within or through the DIFC as authorised under this Law, the DIFC Laws, the DIFC
Regulations, and the terms of the licences and permits issued for them by the
DFSA.
c.
DIFC
Establishments may provide their Services through the DIFC to customers outside
of the DIFC, provided that such Services are provided initially to their
customers within the boundaries of the DIFC.
d.
The
contracts and transaction concluded by DIFC Establishments within or through
the DIFC will be subject to the DIFC Laws and the DIFC Regulations, unless
otherwise agreed by the parties.
e.
DIFC
Establishments may offer their Services and promote their Products outside of
the DIFC, in accordance with paragraphs (c) and (d) of this Article, provided
that they comply with the DIFC Laws, the DIFC Regulations, and the legislation
applicable to the concerned entities outside of the DIFC.
The following activities are prohibited within the
DIFC:
1.
any
activity which conflicts with the provisions this Law, the DIFC Laws, the DIFC
Regulations, or the legislation in force in the Emirate which is applicable to
the DIFC, or which conflicts with the licences, permits, authorisations, or registration
rules and terms issued to the DIFC Establishments; and
2.
any
activity that conflicts with public order or morality.
The DIFCA will prepare a list of the Services,
Products, and Goods which may not be provided or dealt in within the DIFC
including, without limitation:
1.
expired
goods and products;
2.
goods
violating commercial, industrial, literary, artistic, and intellectual property
laws, including the laws and rules related to trademarks, patents, copyrights,
and design rights;
3.
the
Services, Products, and Goods which violate the DIFC Laws or the DIFC
Regulations;
4.
the
Services, Products, and Goods which are prohibited under the legislation in
force in the Emirate;
5.
the
Services, Products, and Goods which are prohibited by any federal or local
government entity;
6.
the
Services, Products, and Goods that feature inscriptions, drawings,
ornamentations, marks, or figures that conflict with the doctrines, teachings,
and beliefs of heavenly revealed religions; or that breach public order or
morality;
7.
military
Services, Products, Goods, and ammunition, except those admitted pursuant to a
permit issued by the competent authority in the UAE; and
8.
any
service or activity that involves unlawful competition.
a.
DIFC
Bodies and DIFC Establishments will conduct their business within or through
the DIFC in accordance with this Law, the DIFC Laws, the DIFC Regulations, and
the legislation in force in the Emirate which is applicable to the DIFC.
b.
Except
for the legislation relating to the environment, health, public safety, and food
control in force in the Emirate, the DIFC, the DIFC Bodies, the DIFC
Establishments, the staff and employees of any of them or the Persons
authorised by them, and the land, real estate, and property located in the
DIFC, will not be governed by the legislation issued by the Government or any
local Government Entity in the Emirate, except as may be provided for by a
special provision in such legislation.
a.
Any
federal or local government entity, company, establishment, or other entity,
whether they are established and regulated by the legislation in force in the
Emirate, or licensed by the competent government entities in the UAE or in the
Emirate, may take the DIFC as their principal place of business for conducting
their activities, in accordance with the requirements determined in a
resolution issued by the President in this respect.
b.
Where
any of the entities referred to in paragraph (a) of this Article wishes to
provide any Financial Services or Ancillary Services, or conduct any commercial
activities, within the DIFC, such an entity must obtain the required licence,
permit, authorisation, or registration certificate from the competent DIFC
Bodies in accordance with the DIFC Laws and the DIFC Regulations.
c.
The
relationship between the entities, companies, and establishments referred to in
paragraph (a) of this Article and which conduct activities that are not related
to Financial Services, Ancillary Services, or commercial activities will be
governed by contracts concluded between them and the competent DIFC Bodies in
which the rights and obligations of the parties are specified.
d.
The
government entities, companies, establishments, and other entities referred to
in paragraph (a) of this Article will be governed by all the federal and local
legislation regulating their activities. However, these entities will not be
governed by the DIFC Laws and the DIFC Regulations except to the extent of
their relationship with the DIFC Bodies and the terms approved by the President
in this respect.
Without prejudice to the federal tax legislation
in force in the UAE, DIFC Bodies, DIFC Establishments, and their respective
employees, will be subject to zero (0) tax rate for fifty (50) years from the
effective date of this Law, including the income tax, in relation to their
operations in the DIFC and the tax imposed on the transfer of assets, profits,
or salaries in any cash currency to any party outside of the DIFC for the same
period. The said period will be renewable for the same period pursuant to a
resolution of the Ruler.
a.
The
Goods that are imported into the DIFC, or that are manufactured, produced, or
developed therein, will be exempt from customs duties; and when exported
outside of the UAE, no customs duties will be levied on these Goods.
b.
Products
stored in the DIFC, or used in any process within the DIFC, will be exempt from
customs duties.
c.
Products
exported from the DIFC to the customs zone within the Emirate will be deemed as
if imported from abroad for the first time, and customs duties will apply to
these Products in accordance with the customs tariff provisions in force.
a.
Neither
DIFC Establishments, nor their property, nor the property of their employees
may be subject to any nationalisation or limitation of private ownership
measures throughout the period of their work within the DIFC.
b.
DIFC
Establishments may be wholly owned by non-UAE national persons or by persons or
entities who do not have a place of residence in the UAE.
DIFC Establishments may, at their own discretion,
employ or hire any Person to perform work in the DIFC, provided that such
Person is not a national of any country which is politically boycotted by the
UAE or convicted in any other country.
a.
The
Government will not be liable to third parties for any debts or obligations
owed by any of the DIFC Bodies. The DIFC Bodies will be solely liable for such
debts or obligations.
b.
Neither
the DIFC Bodies nor their authorised representatives will be liable to third
parties for the obligations of DIFC Establishments or of their employees.
Except in cases of fraud and gross fault, neither
the President, nor the Governor, nor members of the Higher Board, nor the
chairmen and members of the DIFCA or the DSFA boards of directors, nor the
chief executive officers of the DIFC Bodies, nor the Chief Justice or the
Director of the DIFC Courts, nor any member of the DIFC executive management or
employee of the DIFC Bodies, nor their respective representatives will, in the
course of performing their duties under the law, be liable to any third party
for any act or omission. The DIFC Bodies will be liable to any third party for
such act or omission.
a.
The
employees and inspectors of the DIFC Bodies nominated pursuant to a resolution
of the President or his authorised representative will have the capacity of Law
Enforcement Officers to record the acts committed in breach of the provisions
of this Law, the DIFC Laws, or the DIFC Regulations. In this capacity, they may
monitor and supervise DIFC Establishments and their employees, activities, and
business; issue the necessary violation reports; and, where necessary, seek the
assistance of police personnel.
b.
The
law enforcement capacity, referred to in paragraph (a) of this Article, will be
granted in accordance with the provisions of the above-mentioned Law No. (8) of
2016 and the resolutions issued in pursuance thereof.
As of the date on which this Law comes into force,
the duties, powers, rights, and obligations of the Dispute Resolution Authority
established pursuant to the above-mentioned Law No. (9) of 2004 and of those of
its employees are hereby transferred to the following DIFC Bodies without
interruption and without prejudice to their existing rights:
1.
the
DIFC Courts, in all matters relating to the DIFC Courts, the roll of lawyers,
and the wills registry; and
2.
the
DIFCA, in all matters relating to the affairs of the Academy of Law.
a.
The
Arbitration Institute established pursuant to the above-mentioned Law No. (9)
of 2004 is hereby deemed as an independent DIFC Body, and will continue,
without interruption, to perform the duties assigned to it under the
above-mentioned Law No. (9) of 2004 and the resolutions issued in pursuance
thereof.
b.
The
powers, terms of reference, board of trustees, and the authority that will
approve the arbitration rules and procedures of the Arbitration Institute will
be determined, approved, and formed pursuant to a resolution issued by the
President in this respect.
c.
The
Arbitration Institute will have legal personality and financial and
administrative autonomy. The Government will allocate to the Arbitration
Institute the financial resources required to enable it to exercise its
functions independently from the other DIFC Bodies.
d.
All
arbitration agreements to resort to the Arbitration Institute are hereby deemed
valid, and the Arbitration Institute will continue without interruption to
consider and settle all arbitration claims in accordance with the rules and
procedures it adopts in this respect, unless otherwise agreed by the parties to
the dispute.
a.
This
Law supersedes the above-mentioned Law No. (9) of 2004.
b.
Any
provision in any other legislation, including the DIFC Laws and the DIFC
Regulations, will be repealed to the extent that it contradicts the provisions
of this Law.
c.
The
DIFC Laws and the DIFC Regulations issued in implementation of the
above-mentioned Law No. (9) of 2004 will continue in force to the extent that
they do not contradict this Law, until new superseding DIFC Laws and DIFC
Regulations are issued.
d.
The
DIFC Bodies, each within its respective jurisdiction, must amend the DIFC Laws
and the DIFC Regulations falling within its jurisdiction in such a manner as to
make them in line with the provisions of this Law, within no later than one (1)
year from date on which this Law comes into force. The President may extend
this time frame for the same period.
a.
All
Government Entities in the Emirate must cooperate with the DIFC Bodies to
enable them to achieve the objectives of the DIFC and perform the duties
assigned to them under this Law, the DIFC Laws, and the DIFC Regulations.
b.
The
DIFC Bodies may seek assistance from Government Entities in the Emirate,
including free zone authorities, to enable them to exercise their functions
under this Law, the DIFC Laws, and the DIFC Regulations.
This Law comes into force on the day on which it
is issued, and will be published in the Official Gazette.
Mohammed bin Rashid
Al Maktoum
Ruler of Dubai
Issued in Dubai on 27 April
2021
Corresponding
to 15 Ramadan 1442 A.H.
©2021
The Supreme Legislation Committee in the Emirate of Dubai
[1]Every effort
has been made to produce an accurate and complete English version of this
legislation. However, for the purpose of its interpretation and application,
reference must be made to the original Arabic text. In case of conflict, the
Arabic text will prevail.