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Registration of a foreign investment fund

For inquiries call us at 026277888
Pariorty Service Yes
Working Hours 7:30 AM – 2:30 PM

Service Description

​This service is provided to the legal representative of the foreign fund that wishes to register a foreign investment fund with the Authority in preparation for its promotion within the UAE through one local promoter or more. Promotion is to engage in any activity related to the offering, marketing, distribution or advertising of a foreign investment fund or its units within the UAE, which requires the legal representative of the foreign fund to sign a contract with the licensed / approved local promoter to practice this activity within the UAE. The application for registration must be submitted according to the form designed for this purpose enclosing the documents and data supporting the application. The Authority shall issue its decision approving or rejecting the application for registration within a period of no more than thirty (30) business days from the date of submission of the complete application and payment of the prescribed fees.
  • Department Issuance and Disclosure Department
  • Service Audience Legal representative of the foreign fund
  • Service Fees
    • Application fee for the registration of a foreign investment fund (New Fund Registration) AED 35,000
    • Application fee for annual registration renewal (Previously Approved Fund) AED 7,500
    • for more details kindly check service steps & procedures below
  • Service Duration ​30 working days if the all documents meet the requirements

Service steps & procedures

Steps and procedures to deliver the service:

  1. The application shall be submitted complete to the Authority.
  2. The Authority shall examine the application and enclosed documents if it is complete with all requirements. The Authority may request any information or documents from the applicant.
  3. The Authority shall issue its decision approving or rejecting the application within a period of no more than thirty (30) business days from the date of submission of the complete application. The Authority may set limits for approved at its sole discretion.

 

Applied Fees based on the Application Type          
Application Type New Fund Registration Previously Approved Fund
Fees Name Application fee for the registration of a foreign investment fund Application fee for annual registration renewal
Fees Name Non-refundable amount of AED 35,000 Non-refundable amount of AED 7,500
Payment Method

Payment options are as follows:

  1. On-line payment using the E-service.
  2. Bank Deposit using the SCA account details shown in the E-service page
  3. Bank Deposit using the SCA account details provided by the Finance Department after submitting the following information directly to payment@sca.ae:
  1. Fees Name
  2. Name of the entity which deposited the fee
  3. Name of Fund mentioned in the application as indicated in the prospectus and in the same language
  4. Name of the contact person of the applicant in respect of payment of fees, e-mail address, and Phone / Mobile Numbers
Important Notes for the Payment

Please note the following:

1.   The fees have to be paid in the full value without deduction of any fees, expenses or commissions under any circumstances.

2.    The fees have to be paid in the currency of the United Arab Emirates which is UAE dirham (AED).

For any enquiry regarding Invoicing or Payment Receipts, please contact the Finance Department using the E-mail address mentioned below:

payment@sca.ae

Requirements & Documents

Requirements

General conditions
  1. It is not permissible to promote any foreign fund within the UAE – for any non-exempted party – except after its registration with the Authority, and signing a contract with a local promoter is in the UAE.
  2. The application shall be submitted complete to the Authority according to the form designed for this purpose (Form 20110) through the legal representative of the fund. The application should include an electronic copy and hard copy of the documents described in the application form as shown in the list of documents.
  3. There must be a at least one contract – at the time of filing the application for registration - between the legal representative of the Fund's foreign and one of the local promoters licensed / approved to practice this activity within the UAE attaching the original Undertaking issued by the local promoter in accordance with the attached form (Form 20121 for Public Offering - Form 20122 for Private Offering) with the application for registration. In the case of contracting with more than local promoter, the original Undertaking issued and signed by each contracted local promoter must be attached.
  4. The legal representative of the fund and the local promoter(s) are prohibited to exercise any of the functions related to the promotion of the fund subject of the application except after the issuance of the Authority's decision approving the concerned fund for registration and issuance of the Authority's decision approving the promotion of the concerned fund by the local promoter(s).
  5.  It is prohibited to announce the start of the preliminary procedures to register the fund, or to announce the completion of its registration, the start of subscription in the units, promotion or distribution of any promotional materials, or announcing any information relating thereto except after obtaining the approval of the Authority on such advertising.
  6. The term of the approval is one year expiring at the end of December each year. The term of the first approval shall be as of the date of granting thereof until the end of December of the same year.
  7. The approval shall be renewed under an application submitted to the Authority - through the legal representative of the fund - at least one month prior to the end of its term, after payment of the annual approval renewal fee. The Authority may reject the application for renewal in accordance with the requirements of the public interest.
  8. Special conditions with respect to the local promoter
  9. A local promoter must be licensed by SCA to practice the promotion activity according to The SCA Board of Directors Chairman Decision No. (3/R.M) of 2017 Concerning the Regulations of promoting and Identifying
  10. The local promoter of a foreign fund must comply with the following:
    1. The promotion of the foreign investment fund shall be limited in the private offering to qualified investors.
    2. Due diligence shall be used when examining and selecting the foreign investment fund to be promoted within the UAE and in following up performance of the fund after the promotion process, so as to ensure the protection of investors' assets and ensure the continuity of the fund and the soundness of its legal status at its domicile.
    3. To verify the suitability of the fund to be promoted with the level of risks that the local investors can tolerate after studying the financial position of the investor and formally informing him of the outcome of the study of the level of its ability to tolerate the level of risk (Risk Profile), and to determine the types of funds that are suitable for this level.
    4. Not to receive any funds or assets directly or indirectly from its customers in return for their investments in the foreign fund as a promoter of the fund's units.
    5. Keep a record of the foreign fund's units that have been distributed to include the following data:
      1. For individuals: names of the owners of the units, their addresses, identity cards or passports numbers, phone numbers, and the number of units owned by each individual.
      2. For companies: names of companies, addresses of headquarters, commercial registration numbers, and the number of units owned by each company.
      3. Date of adding the name of the person or the company to the register.
      4. Any other data associated with the unit owners.
    6. Ensure that the investor in a foreign fund receives a copy of the Prospectus of the fund units, whether in public or private offering, before the investor subscribes to units of foreign fund.
    7. Ensure the provision of all processes that enable the fund whose units are promoted to fulfill all the functions and obligations of the fund towards the promoted unit holders in the UAE according to the Prospectus.
    8. Ensure the availability of a daily rate for the fund unit - or as stated in the Prospectus -or share of the unit in the net assets of the fund, in addition to commitment to provide the appropriate means to enable the investors in the UAE to have access thereto.
    9. Provide a convenient means that enables its clients in the UAE to have access to the fund's material disclosures and information related to fund's reports and financial statements issued on the fund during the same period in which they are made available to the fund unit holders in its home country.
    10. Provide its subscribing clients a proof of their subscription in the fund and the units that have been allocated / purchased for them, and the document that guarantees the exercise of all their ownership rights to those units.
    11. Ensure that it has disclosed to its subscriber customers - and before they subscribe - that the Authority's approval to promote the fund within the UAE cannot be interpreted as a recommendation to buy or invest in the fund, and that the Authority is liable for any default by any party concerned with the fund in performing its functions and duties, or for the accuracy and integrity of the data in the prospectus. Liability lies on all parties named in the Prospectus according to their respective roles and functions. Signatures of the customers on the disclosure must be obtained.
  11. The local promoter may assume the distribution of dividends to unit holders functions, and / or redeem the units for those owners who wish to do so according to the announced price, in line with the Prospectus of the foreign fund unless the founder of the foreign fund opts to assign these functions to another entity within the UAE.
  12. Special conditions with respect to the fund
    1.  A foreign investment fund wishing to obtain the Authority's approval for the promotion of its units within the UAE in a public offering must satisfy the following conditions:
      1. The Fund was established outside the UAE - except for a fund established outside the UAE in a free zone or a financial free zone - or established within the UAE in a free zone or a financial free zone, and is regulated by a regulator similar to the Authority.
      2. The investment fund may not be exempt from being subject to any oversight or regulatory controls or controls for the preparation and issuance of periodic reports at its domicile.
      3. The fund should be licensed at its domicile to promote for public offering.
      4. The minimum subscription per investor in the units of a foreign investment fund, approved by the Authority to be promoted within the UAE in the public offering is the limit set forth in the Prospectus.
    2.  A foreign investment fund wishing to obtain the Authority's approval for the promotion of its units within the UAE in a private offering to qualified investors must satisfy the following conditions:
      1. The Fund was established outside the UAE or established within the UAE in a free zone or a financial free zone, and is regulated by a regulator similar to the Authority.
      2. The fund should be licensed at its domicile to promote for public or private offering.
      3. The investment fund may not be exempt from being subject to any oversight or regulatory controls or controls for the preparation and issuance of periodic reports at its domicile.
      4. The minimum subscription per investor in the units of foreign investment fund established outside the UAE or established in a financial free zone within the UAE, approved by the Authority to be promoted within the UAE in a private offering is the limit set forth in the prospectus, provided that it may not be less than AED (500,000) (Five Hundred Thousand Dirhams), and one Million Dirhams for the foreign investment fund established in a free zone outside the UAE.
  13. The Authority shall have the right to impose more conditions or waive certain conditions, or may request any documents as deemed appropriate to the circumstances of each case.
Required Documents

A complete application must be submitted to the Authority according to the form prepared for this purpose (Form 20110) through the legal representative of the fund. The application should include an electronic copy and hard copy of the documents described in the application form as shown on the list of documents as well as other data or documents that may be requested by the Authority at its own discretion.

They are as follows:

Documents relating to the legal representative of the fund:
  1. Supporting document to prove that the applicant is the legal representative of the Fund in the United Arab Emirates.
  2. Copy of supporting to prove that the applicant's was established, and exercises its activities in accordance with the regulations applicable at its domicile.
Documents relating to the Fund:

  1. The Offering Prospectus and investment policy (Prospectus of the fund or a special offering memorandum of the fund) (stamped with the seal of the applicant on each page).
  2. Copy of the approval issued by the foreign regulator to establish the fund. (Stamped with the seal of the applicant on all pages).
  3. A copy of the receipt of payment of the prescribed fee (application fee for the registration of a foreign investment fund units within the UAE).
Documents relating to each local promoter of the respective fund:

  1. Undertaking of the local promoter of the legal representative (a separate undertaking by each promoter) including all undertakings associated with the promotion process according to the approved Authority form. (Form 20121 for public offering - and Form 20122 for private offering)
  2. An undertaking issued by the local promoter of the foreign investment fund to fulfill all requirements related to managing the risks associated with money laundering crimes and combating the financing of terrorism as well as the financing of illegal organizations as per the requirements. of the Authority.
In the case of a local promoter applies for approval on promotion for the first time the following documents must be submitted in addition to the above undertaking:
  1. Memorandum of Association, trade license and license of the Central Bank (for entities licensed by the Central Bank) of the local promoter.
  2. Authorization to sign the deal with the undertaking provided to the Securities and Commodities Authority and subsequent applications.(Form 10004).

applications should be sent to the attention of:

HE Dr. Obeid Saif Al Zaabi
Chief Executive Officer
Securities and Commodities Authority
Date: /
To the following Address :
Head Office - Abu Dhabi
Address: Hamdan Street - AL Gaith Tower -13th Floor
Telephone: (+971 2) 6277888
Fax: (+971 2) 6274600
P.O.Box: 33733 - Abu Dhabi - United Arab Emirates
Email: Contactus@sca.ae
Dubai Branch
Address: Al Garhoud Area - SCA Building
Telephone: (+971 4) 2900000
Fax : (+971 4) 2900800
P.O.Box: 117666 - Dubai - United Arab Emirates
Email: contactus@sca.ae

 

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