Decree No. (3) of 2021
Concerning the Listing of Stocks of Joint-stock
Companies on the
Securities
Markets in the Emirate of Dubai[1]
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We, Mohammed bin Rashid Al Maktoum, Ruler of
Dubai,
After perusal of:
Federal Law No. (4) of 2000
Establishing the Emirates Securities and Commodities Authority and Market and
its amendments;
Federal Law No. (2) of 2015
Concerning Commercial Companies and its amendments;
Cabinet Resolution No. (12) of
2000 Regulating the Listing of Securities and Commodities;
Law No. (9) of 2004 Concerning
the Dubai International Financial Centre and its amendments;
Law No. (25) of 2008 Concerning
the Department of Economic Development;
Law No. (13) of 2011 Regulating
the Conduct of Economic Activities in the Emirate of Dubai and its amendments;
Decree No. (22) of 2009
Concerning Special Development Zones in the Emirate of Dubai; and
The legislation establishing and
regulating free zones in the Emirate of Dubai,
Do hereby issue this Decree.
The following words and expressions, wherever mentioned in this
Decree, will have the meaning indicated opposite each of them unless the
context implies otherwise:
|
UAE: |
The United Arab
Emirates. |
|
Emirate: |
The Emirate of Dubai. |
|
Licensing Authority: |
The Department of
Economic Development or any of the authorities supervising Special
Development Zones and free zones, such as the Dubai International Financial
Centre. |
|
Local Markets: |
The Securities markets
in the Emirate, including the Dubai Financial Market and NASDAQ Dubai Stock
Exchange. |
|
Non-local Markets: |
The Securities markets
operating outside of the Emirate. |
|
Local Companies: |
The public joint-stock
Companies that are established in the Emirate, including in Special
Development Zones and free zones, such as the Dubai International Financial
Centre; and that are licensed by the Licensing Authority in accordance with its
applicable legislation. |
|
Non-local Companies: |
The public joint-stock
Companies that are established and licensed within the UAE, but outside of
the Emirate, and that have branches, assets, or business activities in the
Emirate, excluding public joint-stock Companies established under federal
legislation. |
|
Foreign Companies: |
The Companies that are
established and licensed outside of the UAE and that have branches, assets,
or business activities in the Emirate. |
a. Subject to the provisions of
applicable federal legislation, all Local Companies must list their stocks on
Local Markets.
b. Where a private joint-stock Company
that is licensed by the Licensing Authority wishes to list its stocks
on any financial market, it must first list its stocks on the Local Markets,
upon satisfying the listing conditions, requirements, and rules applicable to
such Local Markets.
c. Notwithstanding the provisions of
paragraphs (a) and (b) of this Article, Local Companies and private joint-stock
Companies may, upon listing their stocks on Local Markets, cross-list their
stocks on any of the Non-local Markets.
a. Non-local Companies must list their
stocks on Local Markets once their annual profits or other
financial revenues generated from conducting their activities in the Emirate
reach fifty percent (50%) or more of their total annual profits or revenues; or
once their assets existing in the Emirate reach fifty percent (50%) of their
total assets. Non-local Companies must finalise the said listing within one (1)
year from the date of reaching any of the above-mentioned percentages.
b. Non-local Companies, whose annual
profits or revenues, or assets existing in the Emirate, are less than the percentages stipulated in paragraph (a) of this Article, may list
their stocks on Local Markets subject to the listing requirements, rules, and
regulations applicable to such Local Markets.
A Foreign Company may list or cross-list
its stocks on Local Markets subject to the listing requirements, rules, and regulations applicable to such Local Markets.
The stocks of Local Companies, Non-local
Companies, and Foreign Companies will be listed and traded on Local Markets
based on the nature of the business of these Companies and subject to the
rules, requirements, and procedures applicable to such Local Markets. The listing and trading of stocks of the Companies
licensed within Special Development Zones and free zones, such as the Dubai
International Financial Centre will be subject to the rules agreed on with the
authorities supervising these zones.
Based on its own jurisdiction, the
Licensing Authority must:
1. monitor
compliance by Local Companies and Non-local Companies with the provisions of
this Decree;
2. take
the necessary action against the Local Companies and Non-local Companies that
fail to comply with the provisions of this Decree, including the cancellation of registration and licences of these Companies,
until they take the required corrective action to comply with the provisions
hereof; and
3. coordinate with Local Markets on the implementation of this Decree.
All Companies that are required to list
their stocks on Local Markets under this Decree must comply with the provisions
hereof within a period not exceeding one (1) year from its effective date. The
Licensing Authority may, where required, extend this grace period once for the same period.
This Decree will be published in the Official Gazette and will come into
force on the day on which it is published.
Mohammed bin Rashid Al Maktoum
Ruler of Dubai
Issued in Dubai on 26 January 2021
Corresponding to 13 Jumada al-Thaniyah 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.