Awatif Mohammad Shoqi Advocates & Legal Consultancy | View firm profile
Introduction:
The UAE has been at the forefront of adopting technological advancements, especially in finance.Acknowledging the increasing importance of cryptocurrencies, the Securities and Commodities Authority (SCA) has implemented comprehensive regulations to ensure orderly market development and safeguard public interests.
This article provides an in-depth analysis of the SCA’s regulatory framework for cryptocurrency activities, focusing on key aspects such as scope, security designation, specific rules for crypto assets, licensing requirements, and post-license obligations.
Scope and Application of the Regulation:
The SCA’s regulations encompass a wide range of crypto assets, whether classified as securities or not, provided they are listed on organised markets. Exclusions include items regulated by the UAE Central Bank, such as stored value facilities and “Payment Tokens” like stablecoins backed by fiat currency. For crypto assets not listed on organised markets, there are minimal disclosure requirements aimed at informing investors about associated risks and liquidity. The regulation also avoids categorising crypto assets solely based on their intended use to prevent misclassification.
Security Designation and Underlying Regulations:
When a crypto asset is deemed a security, it must adhere to existing SCA regulations applicable to securities. The SCA employs a thorough assessment to determine whether a crypto asset qualifies as a security, considering factors such as contractual rights against an issuer or a pool of assets. This includes ensuring investor rights and protections are upheld, with clear disclosures provided to investors regarding the impact of the security designation on their rights.
Crypto assets not classified as securities are subject to SCA regulations primarily if they are traded on organised markets or involved in financial activities in the UAE, excluding peer-to-peer transfers and items regulated by the Central Bank.
Specific Rules for Crypto Assets:
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- Minimum Disclosure Standards: Investors must receive comprehensive information about the risks associated with crypto asset investments.
- Technology Governance and Security: Rules mandate adherence to internationally recognised technology governance and security standards, ensuring robust and secure software features.
- Custodian and Fundraising Platform Obligations: Custodians and fundraising platforms face specific approval requirements due to the unique risks they pose in the crypto market.
- Exchange Rules: Crypto exchanges must comply with existing regulatory requirements for securities and commodities, with additional emphasis on custody, settlement, participant conduct, and security standards.
- Financial Crime Controls: Strong anti-money laundering measures and controls against market abuse are essential, following international standards set by the Financial Action Task Force (FATF).
Licensing and Requirements for Licenses:
To engage in financial activities involving crypto assets, obtaining a license from the SCA is mandatory. The licensing process, excluding running a crypto fundraising platform or asset exchange, follows the standard procedure with specific modifications for crypto assets. The Authority periodically publishes specific licensing requirements, and applicants should refer to these or consult the SCA’s licensing division in the absence of such publications.
All license applications must be submitted in the prescribed format with comprehensive supporting documents. The SCA aims to decide on complete applications within 30 business days; failure to respond within this timeframe constitutes rejection.
Fees and Minimum Capital Requirements:
The following table outlines the fees and minimum capital requirements for different crypto asset license categories mandated by the UAE’s Securities and Commodities Authority (SCA). Please note, if licensed by the Authority as a stock market, commodity market, or Securities custodian, fees do not apply.
| License Category | Application Fee (AED) | License/Renewal Fee (AED) | Cancellation Fee (AED) | Minimum Capital Required (AED) |
| Exchange | 10,000 | 200,000 | 10,000 | 5,000,000 |
| Fundraising Platform Operator | 10,000 | 200,000 | 10,000 | 2,500,000 |
| Custody Services | 3,000 | 500,000 | 1,000 | 5,000,000 |
| Brokerage | 5,000 | 50,000 | 1,000 | 1,000,000 |
Cancellation of Incomplete Applications:
Applications failing to meet requirements within the specified period risk cancellation without fee refunds by the SCA. The Authority may retain the right to impose restrictions or temporarily suspend licenses in the public interest. Reapplication is possible three months after initial rejection or deemed rejection.
Conditions for License Cancellation and Post-Cancellation Obligations:
The SCA may cancel a license for non-compliance with licensing requirements, non-payment of prescribed fees or fines, breach of regulatory obligations, provision of incorrect information, or due to voluntary or involuntary liquidation. Following cancellation, the licensee must settle all prior transactions and provide a guarantee until all obligations are fulfilled.
Licensees and their personnel are required to promptly furnish requested information, adhere to fitness and suitability standards, maintain internal controls and corporate governance, manage conflicts of interest, seek approval for changes in control, and notify the SCA before cancelling licenses.
Conclusion:
The UAE’s regulatory framework for cryptocurrency activities, overseen by the SCA, aims to foster a secure and transparent market environment. By balancing investor protection with technological innovation, these regulations strive to establish a robust foundation for crypto asset activities in the UAE. As the sector evolves, the SCA remains committed to adapting its regulatory approach to address emerging challenges and opportunities in the cryptocurrency space.