The Abu Dhabi Global Market has announced it has launched a public consultation on proposed new Data Protection Regulations. The consultation ends on 19 December 2020. If approved, they will replace the Data Protection Regulations 2015 and because of the significant changes they will introduce for Data Controllers and Data Processors, there will be a 12-month transition period for existing entities regulated by the Global Market and six months for new entities. They include a provision to establish an independent Office of Data Protection which will be led by a Commissioner of Data Protection. They will have the power to monitor compliance with the regulatory framework and ensure non-compliance is appropriately treated. The aim is to increase the protection of personal data processed and controlled in the Global Market and will aim to align with the EU’s General Data Protection Regulations which were introduced in 2018.
UAE: UAE’s President has issued amendments to the country’s Commercial Companies Law (Federal Law No. 2/2015)
The UAE’s President has issued amendments to the country’s Commercial Companies Law (Federal Law No. 2/2015). Under the amendments, Federal Decree-Law No. 19/2018 will be repealed and the requirement for onshore companies to have a major UAE shareholder will be removed. The removal of the major UAE shareholder requirement is aimed at helping companies reduce overhead costs, make it easier for foreign investors in the country to do business and enable them to operate more flexibly.
In addition to that, the requirement for a UAE national or UAE owned company to be appointed as an agent will be abolished. Requirements for a company chair to be an Emirati and the board of directors to have an Emirati majority will also be repealed. They mean companies will be able to be fully established by non-Emiratis regardless of nationality.
Under other changes, joint stock and limited liability company provisions will be amended. Among other changes, the chair or senior executives of a company will be able to be removed if they are found guilty of fraud or abuse of authority. Shareholders will also now be able to sue a company in civil law for any failures of duty which cause damage. In addition, electronic voting at annual general meetings will be allowed.
There are also amendments aimed at boosting local capital market liquidity by amending the rules for companies wanting to go public. A company wanting to go public will have to have the approval of the relevant authorities and will be able to sell up to 70% of the company instead of the existing 30%.
The amendments will also allow local authorities to continue determining the level of participation by Emiratis in any company. Companies in strategic sectors, like oil and gas exploration, utilities and transport and State-owned entities will be exempt from the amendments. In terms of capital increases or decreases in public companies, a company will be able to approve its capital increase by issuing bonds and converting them into shares.
The Securities and Commodities Authority will be able to establish the controls and procedures required for evaluating in-kind shares and the names of stakeholders attending the general assembly meetings of companies.
Under the new Article 10 to Federal Law No. 2/2015, a committee including representatives of the relevant authorities will oversee activities which have a strategic impact and the measures required to license companies operating in these areas. Following the recommendation of the committee, the Cabinet will state which activities will be considered to have a strategic impact and the measures to enable these companies to be licensed.
Affected companies will have one year to comply from when the amendments come into force. However, this may be extended by an appropriate Ministerial Decision proposed by the Economy Minister.
While most of the amendments come into force next month, the changes related to foreign ownership, agency and boards of directors will come into force six months after they are published in the Official Gazette.
The Financial Services Regulatory Authority of Abu Dhabi’s Global Market has announced it has signed a FinTech cooperation agreement with Israel’s Securities Authority. The agreement is a first in the region and provides a framework for information sharing and facilitating the movement of start-ups, knowledge and talent between the two countries. The two bodies will work together to promote economic growth in financial services by adopting new technology and boosting their respective FinTech sectors. The agreement will allow information on trends, services and products to be exchanged and facilitate the collaborative development of FinTech initiatives between the two bodies. Both jurisdictions will also work together on professional knowledge transfer, accelerator programmes and promote the development of relevant technologies, like digital payments and blockchain. The agreement will also allow FinTech start-ups to access information from the respective jurisdictions through a single point of contact.
The UAE’s Finance Ministry has announced all companies in the UAE which engage in any of the relevant activities under the Economic Substance Regulations have to submit a notification to the Regulatory Authority by 31 December 2020. This applies to those entities whose financial year ended on 31 December 2019. If they do not, they will face administrative penalties.
The Undersecretary to the Finance Ministry added the Ministry will launch the Economic Substance Regulations portal in the first week of December 2020. The aim of the portal is to simplify the process of submitting these reports and notifications by allowing companies to submit reports, notifications and supporting documents electronically.
To help affected companies prepare the necessary applications on the Portal, the Finance Ministry has published sample notification forms on its website and social media platforms. They have also published relevant guides and documents, and a notice regarding the submission requirements and deadlines.
The UAE’s Deputy Prime Minister, Presidential Affairs Minister and Chairman of the Abu Dhabi Judicial Department has issued a Decision to establish a specialist money laundering and tax evasion court. This is the first court of its kind in the country. It is part of the Department’s strategic priority to improve the litigation process and create a fair and just judicial system. It will support the continuous development of the Emirate’s judicial system and support the UAE’s efforts to tackle these crimes and prosecute perpetrators. A Decision to this effect has been issued by Sheikh Mansour. Abu Dhabi Decision No. 35/2020 will be part of the Abu Dhabi Criminal Court and appeals of the Court’s judgments will be heard by one of the Criminal Court’s Appeal Courts. The Undersecretary of the Judicial Department will issue the relevant decisions to implement it and anything which contradicts it will be revoked. It will be published in the Official Gazette and will come into force one after its publication.
The UAE’s Cabinet has approved amendments to the Law on Evidence in Civil and Commercial Transactions (Federal Law No. 10/1992). A Decree-Law has been issued to this effect.
It has been amended to allow more remote communication technologies to be used in evidence-related procedures and adopt digital signatures and documents. In addition, they aim to legitimise e-hearing minutes which document witness testimonies, as well as judicial decisions, signed notary documents and other related provisions.
The amendments will also enable-signatures and e-documents to be approved and treated as official documents.
They also approved a Federal Law to amend the law regulating the notary public profession (Federal Law No. 22/1991). The amendments include provisions related to regulating the notary public profession, like simplifying the evidence-giving process for all parties and enabling the use of e-transactions in all notary public procedures. They also aim to create memos and verify evidence of identity. In addition, they aim to enable the registration, signing and payment of fees electronically.
Documents will have to be created and saved electronically and will be kept confidential. They will not be able to be circulated, copied or deleted from the electronic system without permission from the relevant administration of the notary public at the Ministry.
The Justice Minister will issue the necessary decisions to enable the use of information technology in notary public work.
The aim is to help digitalise Government services by encouraging electronic means of litigation and notary public services without compromising confidentiality, speed and flexibility and ensure national information security regulations and policies, both Federally and at an individual Emirate level are complied with.
The UAE’s Central Bank has announced it has issued new Stored Value Facilities Regulations. They are aimed at ensuring stored value products and services are operated securely, well and efficiently. They are also aimed at giving FinTech companies and other non-bank payment service providers easier access to the local market while safeguarding the customers’ funds, ensuring proper business conduct and supporting the development of payment products and services. The regulation covers licensing, supervision and enforcement provisions which will apply to companies who are licensed to provide Stored Value Facilities services. Affected entities will have a year to comply from when the Regulation comes into force. Those who already have a Stored Value Facilities license under the previous regulatory framework may continue operating. However, they will have to implement all of the relevant measures set out in the new regulation by the end of the transition period.
Abu Dhabi’s Economic Development Department has announced it has issued a foreign direct investment license. It has been issued in line with Federal Decree-Law No. 19/2018 and will enable investors to hold 100% ownership of their businesses in the Emirate. It covers 122 different economic activities in the agricultural, industrial and service sectors.
It targets businesses with total capital of between two and 100 million AED or more. The aim is to encourage more investment into the Emirate, diversify the Emirate’s economy and protect investors.
It will benefit foreign investors and UAE residents, including individuals, legal persons and foreign companies who are engaged in Foreign Direct Investment projects. The license can be applied for through the Department’s Business Centre by submitting the application, obtaining the approval after fulfilling all conditions and completing all the required documents and paying the relevant fees.
It covers agricultural sector activities, like the cultivation of grains, leguminous crops, vegetables, fruits and citrus fruits. Other activities which support crop and livestock production and seed processing for reproduction will also be able to get the license. It covers industrial activities like the manufacturing of food and beverages, Food and Beverage, products, clothing and leather production, wood and cork products and the production of plastics and synthetic rubber in its primary forms, fertilisers, pesticides and other agricultural chemical products. It covers service activities like legal consulting; accounting, auditing and tax advisory services; architectural and engineering activities; medical and dental clinics; veterinary activities; computer programming services; consultancy and research and development activities in science and technology.
The Department added certain activities cannot obtain the license without the approval of the UAE’s Cabinet. Postal and telecommunications services, audio and video media related services, petroleum exploration and production, ground and air transportation services, activities related to investigations, security and military sectors, the manufacturing of weapons, explosives as well as military equipment, devices and clothing, printing and publishing services, banking and finance activities, payment and cash handling systems, commercial agent services; insurance activities, medical retailing like private pharmacies; Haj and Umrah services, employment of labour, servants and recruitment of employees, activities related to poison control centres, blood banks and health quarantines and water, electricity and fisheries services are not covered.
Abu Dhabi Global Market’s Registration Authority has launched a public consultation on its proposed Company Service Providers’ framework. It will end on 24 November 2020. The proposed framework will make it mandatory for particular special purpose vehicles and foundations to appoint Company Service Providers. They will also have to impose regulatory requirements on those providers. The aim of the framework is to protect Global Market entities and adapt to the success and increasing demand for Global Market special purpose vehicles and foundations. These structures have introduced several challenges and risks, particularly for entities which do not have a direct connection to the UAE or the Global Market. Transition periods have been proposed for the affected entities and for existing Company Service Providers wanting to engage in these activities under the new framework.
The UAE’s Cabinet has approved amendments to the country’s Commercial Transactions Law (Federal Law No. 18/1993). A Decree-Law to this effect has been approved. It will come into force in 2022.
The amendments include changing certain provision covering bounced cheques and the issuing of cheques without value, by providing fast, advanced and civil mechanisms to collect the outstanding payments. The amendments also re-define crimes involving cheques have been redefined.
In addition, several mechanisms and alternatives will be introduced to ensure payments are collected by cheque simply and quickly. For example, banks will have to partially pay the amount after deducting the total amount available to the beneficiary and make bounced cheques an executive document to be executed directly by an appropriate judge in court.
The amendments will introduce several ancillary penalties, including cancelling the cheque books of convicts and preventing them from obtaining new ones for up to five years. They will also be suspended from practising professional or commercial activities. Additional penalties for legal persons except banks and financial institutions will also be introduced. These penalties will include fines and licenses may be suspended for up to six months. Those who repeat violations will have their licenses revoked or dissolved.
Other amendments cover the opening of joint accounts between two and more people. If one of the joint account holders dies or loses legal control, the other joint account holders will have to notify the bank within ten days of the date of death or disqualification. The bank will then have to limit the ability to withdraw from the joint account within a party’s share of the account balance on the day of death or loss of eligibility.
This provision will apply from the day after the Decree-Law is published in the Official Gazette.
The aim of the amendments is to avoid criminal lawsuits and facilitate related procedures, by encouraging reconciliation and encouraging the value of the original cheque to be paid as the main condition a criminal lawsuit to be avoided.