| Term |
Definition |
| “Advisory Services” |
has the meaning ascribed to it in Schedule 1 of the Regulations. |
| “Board” |
means the board of directors of a VASP. |
| “Broker-Dealer Services” |
has the meaning ascribed to it in Schedule 1 of the Regulations. |
| “Capital and Prudential Requirements” |
has the meaning ascribed to it in Rule VI.A.1 of this Company Rulebook. |
| “CBUAE” |
means the Central Bank of the United Arab Emirates. |
| “Chief Information Security Officer” or “CISO” |
has the meaning ascribed to it in the Technology and Information Rulebook. |
| “Company Rulebook” |
means this Company Rulebook issued by VARA pursuant to the Regulations, as may be amended from time to time. |
| “Company Secretary” |
has the meaning ascribed to it in Rule I.E.1 of this Company Rulebook. |
| “Compliance and Risk Management Rulebook” |
means the Compliance and Risk Management Rulebook issued by VARA pursuant to the Regulations, as may be amended from time to time. |
| “Compliance ESG Disclosure" |
means the compliance ESG disclosure level defined in Part V of this Company Rulebook. |
| “Compliance Officer” or “CO” |
has the meaning ascribed to it in the Compliance and Risk Management Rulebook. |
| “Control” |
means the possession, directly or indirectly [including but not limited to by way of acting jointly or in concert with one or more Entities], of the power to influence, direct or cause the direction of the management and policies of a VASP whether through the ownership of shares of such VASP, the shares of any Entity that possesses such power, or any other means. |
| Control shall be presumed to exist if an Entity, directly or indirectly [including but not limited to by way of acting jointly or in concert with one or more Entities], owns, controls, or holds with power to vote with twenty-five percent [25%] or more of the voting shares of a VASP or of any Entity that owns, controls, or holds with power to vote with twenty-five percent [25%] or more of the voting shares of such VASP, or who have the right to appoint or dismiss the majority of the Board or Senior Management. No Entity shall be deemed to control another Entity solely by reason of them being an officer or director of such other Entity. |
| “Controlling Entity” |
means an Entity which has Control over a VASP. |
| “Critical or Important Function” |
|
means a Function whose discontinued or defective performance would materially impair—
|
| [a] |
the continuing compliance of a VASP with the conditions and obligations of its Licence; |
| [b] |
its compliance with its other legal obligations; |
| [c] |
its financial performance; or |
| [d] |
the soundness or continuity of its core business activities. |
|
| “Custody Services” |
has the meaning ascribed to it in Schedule 1 of the Regulations. |
| “Data Protection Officer” or “DPO” |
has the meaning ascribed to it in the Technology and Information Rulebook. |
| “Decentralised Autonomous Organisation” or “DAO” |
means, generally, any organisation autonomously governed or otherwise managed by a decentralised network, group or collection of Entities, by way of public or private voting mechanisms, whether utilising Distributed Ledger Technology or other means. |
| “Directive” |
has the meaning ascribed to it in the Regulations. |
| “Distributed Ledger Technology” or “DLT” |
has the meaning ascribed to it in the Dubai VA Law. |
| “Dubai VA Law” |
means Law No. [4] of 2022 Regulating Virtual Assets in the Emirate of Dubai, as may be amended from time to time. |
| “Emirate” |
means all zones across the Emirate of Dubai, including Special Development Zones and Free Zones but excluding the Dubai International Financial Centre. |
| “Entity” |
means any legal entity or individual. |
| “ESG” |
means environmental, social and governance. |
| “Exchange Services” |
has the meaning ascribed to it in Schedule 1 of the Regulations. |
| “Fiat-Referenced Virtual Asset” |
|
means a type of Virtual Asset that purports to maintain a stable value in relation to the value of one or more fiat currencies, can be digitally traded and functions as—
|
| [a] |
a medium of exchange; |
| [b] |
a unit of account; and/or |
| [c] |
a store of value, |
|
but does not have legal tender status in any jurisdiction. A Fiat-Referenced Virtual Asset is neither issued nor guaranteed by any jurisdiction, and fulfils the above functions only by agreement within the community of users of the Fiat-Referenced Virtual Asset.
|
|
| “Fit and Proper Person” |
means an individual who complies with all fit and proper requirements in Part III of this Company Rulebook. |
| “Function” |
means a service, process, activity or role. |
| “Group” |
means a VASP and any Entity under the same Control with the VASP. |
| “Insolvency Appointee” |
means a liquidator, receiver, administrator, compulsory manager, trustee or similar officer appointed in respect of an Entity or its assets. |
| “Insolvency Proceedings” |
has the meaning ascribed to it in the Regulations. |
| “Insolvent” |
has the meaning ascribed to it in the Regulations. |
| “Insurance” |
has the meaning ascribed to it in Rule VI.D.1 of this Company Rulebook. |
| “Lending and Borrowing Services” |
has the meaning ascribed to it in Schedule 1 of the Regulations. |
| “Licence” |
has the meaning ascribed to it in the Regulations. |
| “Licensed” |
means having a valid Licence. |
| “Mandatory ESG Disclosure” |
means the mandatory ESG disclosure level defined in Part V of this Company Rulebook. |
| “Market Conduct Rulebook” |
means the Market Conduct Rulebook issued by VARA pursuant to the Regulations, as may be amended from time to time. |
| “Material Change” |
means a change in, or relating to, a VASP with respect to its business and operations [including its VA Activities] and its Group which, taken as a whole, could reasonably be expected to have a significant effect on the VASP’s business model, operations, VA Activities, and/or ability to comply with all applicable laws and regulatory requirements. |
| “Material Outsourcing” |
is an Outsourcing that includes a Function that is a Critical or Important Function. |
| “Money Laundering Reporting Officer” or “MLRO” |
has the meaning ascribed to it in the Compliance and Risk Management Rulebook. |
| “Net Liquid Assets” |
has the meaning ascribed to it in Rule VI.C.1 of this Company Rulebook. |
| “Operational Exposure” |
means an amount representing the value of Virtual Assets at risk of loss, dissipation, devaluation or inaccessibility in the event of operational, procedural, counterparty, settlement or other failure experienced by the VASP. |
| “Outsourcing” |
means an arrangement where a Service Provider performs a process, service or activity on behalf of a firm which the firm would otherwise carry out itself on a recurrent or ongoing basis. It is intended to include only those services that were or can be delivered by internal Staff and management, and may include both regulated and unregulated Functions. |
| “Outsourcing Policy” |
has the meaning ascribed to it in Rule IV.C.1 of this Company Rulebook. |
| “Payments and Remittances Services” |
has the meaning ascribed to it in Schedule 1 of the Regulations. |
| “Paid-Up Capital” |
has the meaning ascribed to it in Rule VI.B.1 of this Company Rulebook. |
| “PDPL” |
means the Federal Decree-Law No. [45] of 2021 on the Protection of Personal Data. |
| “Personal Data” |
has the meaning ascribed to it in the PDPL. |
| “Politically Exposed Person” |
has the meaning ascribed to it in Cabinet Decision No. [10] of 2019 Concerning the Implementing Regulation of Decree Law No. [20] of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Illegal Organisations, as may be amended from time to time. |
| “Regulations” |
means the Virtual Assets and Related Activities Regulations 2023, as may be amended from time to time. |
| “Related Party” |
means the chairman of the Board, members of the Board, members of the Senior Management, Staff and the companies in which any of such Entities owns ten percent [10%] or more of its share capital or other ownership interest, as well as the Subsidiaries or affiliate companies of such companies. |
| “Reserve Assets" |
has the meaning ascribed to it in Rule VI.E.1 of this Company Rulebook. |
| “Responsible Individuals” |
has the meaning ascribed to it in Rule I.C.1 of this Company Rulebook. |
| “Rule” |
has the meaning ascribed to it in the Regulations. |
| “Rulebook” |
has the meaning ascribed to it in the Regulations. |
| “Senior Management” |
means the executive management of a VASP responsible and accountable to the Board for the sound and prudent day-to-day management of the VASP, generally including but not limited to, the chief executive officer, chief financial officer, chief risk officer, and heads of the compliance and internal audit functions, or as equivalent roles may be titled. |
| “Service Provider” |
means an Entity that contracts with a VASP for the provision of any aspect of the VASP’s functions. The Service Provider may be within or outside the Emirate and may be an independent third party or an Entity related to the VASP. |
| “Staff” |
means all individuals working for a VASP including the members of the Senior Management but excluding members of the Board. If an individual is both a member of the Senior Management and a member of the Board, then such individual is also considered as Staff. |
| “Subsidiary” |
means a company of which an Entity, or such Entity’s Subsidiary[ies], own[s] directly or indirectly more than fifty percent [50%] of the voting capital or similar right of ownership. |
| “Technology and Information Rulebook” |
means the Technology and Information Rulebook issued by VARA pursuant to the Regulations, as may be amended from time to time. |
| “UAE” |
means the United Arab Emirates |
| “Ultimate Beneficial Owner” or “UBO” |
|
means—
|
| [a] |
individuals who ultimately own or have Control; or |
| [b] |
if no individual satisfies [a] above, then an individual with the highest position in Senior Management. |
|
| “VA Activity” |
means the activities listed in Schedule 1 of the Regulations, as may be amended from time to time. |
| “VA Management and Investment Services” |
has the meaning ascribed to it in Schedule 1 of the Regulations. |
| “VARA” |
means the Dubai Virtual Assets Regulatory Authority. |
| “VASP” |
means an Entity Licensed by VARA to conduct VA Activity[ies] in the Emirate. |
| “Virtual Asset” or “VA” |
has the meaning ascribed to it in the Dubai VA Law. |
| “Voluntary ESG Disclosure" |
means the voluntary ESG disclosure level defined in Part V of this Company Rulebook. |
| “Working Day” |
means any day which is not a weekend or public holiday in the Emirate. |