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UAE’s Securities and Commodities Authority Issues the SPVs Regulations

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It defines SPVs as entities created to separate specific financial operations from the obligations and assets of their founders. The resolution applies to SPVs within the state and eligible SPVs in financial free zones, excluding those incorporated by government agencies unless publicly offered.

SPVs are classified into eligible (permitted to issue financial instruments) and ineligible (solely for asset and risk separation). SPVs have independent legal and financial status from their founders and directors, and their liabilities are isolated from those of their founders and directors. SPVs must comply with specific governance, reporting, and operational requirements, including not engaging in activities outside their defined purposes and maintaining records for at least 10 years.

The resolution also details the incorporation and licensing process, including application requirements, SCA's approval process, and the legal personality of SPVs. SPVs must renew their licenses annually and adhere to obligations related to compliance, auditing, and reporting. The resolution specifies procedures for SPV termination and liquidation, ensuring that SPVs retain legal personality during liquidation and comply with SCA instructions.

SCA has the authority to supervise, monitor, and inspect SPVs, and can impose penalties for violations. Complaints and appeals related to the resolution are handled by SCA. Entities managing SPVs must regularize their status within 90 days of the resolution's enactment. The resolution is effective from the day following its publication in the Official Gazette.

By Lamyaa Mostafa
Senior Legal Editor

Lamyaa Mahmoud Mostafa joined Thomson Reuters in 2013 as a Content Specialist. Lamyaa holds a bachelor’s degree in Law from Ain Shams University in Egypt. In 2019, Lamyaa graduated with a Master’s Degree in Law from Middlesex University in Dubai.

Lamyaa was promoted, in 2019, to Senior Legal Editor. Lamyaa is a Native Arabic Speaker and proficient in English.

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