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A. Company Ownership Structure

1. General requirement. VASPs shall maintain a company structure which is clear and transparent for the purposes of effective oversight by VARA and that ensures a sound and effective operation of the business of the VASP, including its VA Activities, which is conducive to the fair and orderly functioning of any market involving Virtual Assets.
2. Legal entity in the Emirate. VASPs shall have and maintain a legal entity in the Emirate in one of the legal forms approved by a commercial licensing authority in the Emirate.
3. Ownership. VASPs shall maintain a company structure with a clear chain of ownership, delegated authority and all associated voting powers such that VARA can clearly identify any Controlling Entity[ies] and the Ultimate Beneficial Owners [UBOs].
4. Governance. If a VASP adopts a complex company structure including but not limited to trusts and nominee arrangements, and/or structures involving Decentralised Autonomous Organisations [DAOs] or other organisational forms with decentralised governance, then it is required to furnish information to VARA relating to the following, during the licensing process and at any time on request from VARA, for the purpose of VARA assessing the VASP’s compliance with Rule I.A.1 of this Company Rulebook—
  a. the reason[s] for the adoption of such complex company structure and/or decentralised governance;
  b. the relationship between the VASP and relevant DAOs and/or Entities with decentralised governance;
  c. whether the inclusion of DAOs and/or Entities with decentralised governance in the Group or the VASP’s affiliation with such Entities may adversely impact the VASP’s ability to ensure compliance with Regulations, Rules and Directives [including what procedures are in place to ensure effective compliance decisions can be made by way of decentralised governance or voting mechanisms]; and
  d. whether the relevant DAOs and/or Entities with decentralised governance are registered or otherwise legally recognised as, or have within its structure, an Entity in any jurisdictions other than the Emirate.
5. VASPs shall obtain VARA’s written approval prior to any material change to their company structure [including Controlling Entity[ies] and UBOs] and/or adopting decentralised governance in respect of their operations relating to VA Activities. In respect of any such changes to its shareholding structure and/or governance model, a VASP shall—
  a. provide the types of information as set out in Rule I.A.4 of this Company Rulebook [if applicable];
  b. provide any additional due diligence information about new Controlling Entity[ies], Group Entities and UBOs as may be requested by VARA; and
  c. comply with any additional conditions or restrictions that VARA may impose to ensure its ability to comply with all applicable laws and regulatory requirements is not impaired, including but not limited to the filing of declarations that any new Controlling Entity[ies] and UBOs are not Politically Exposed Persons or individuals who are subject to any form of economic sanctions.